Ninja In The Web
by LoneWolf-O1
Summary: Naruto finds himself training a group of teenage heroes to be the next Avengers. With his and a certain Web-Head's teachings, they'll learn that with great powers comes great responsibilities. Rated M to be safe. Naruto/Harem.
1. Chapter I: Great Power

**Disclaimer: I don't own Naruto or Ultimate Spider-Man.**

 **A/N: Here is my new story that won the poll, a Naruto and Ultimate Spider-Man TV Series Cross-Over. I'll give a… Review/my thoughts on this show/shows at the bottom and may go more into the second Ch. If it's too long. But the short answer is that every show AFTER The Avengers: Earth's Mightiest Heroes I think are OK. Yes even Hulk And The Agents of S.M.A.S.H.**

 **Also, this Naruto is before the War so no Kurama/Six Sage Mode. He's also been here for 2 years and is 17 years old.**

 **Again, my full thoughts will be in the bottom A/N and maybe go into the next Ch. If it's too long.**

 **Beta: Jebest4781, Chaos-PSD, Arkham Knight22 and Ryan L. Spradling.**

* * *

 **Chapter I: Great Power.**

 _New York City, Morning._

" _I know you're out there, you wall-crawling menace! It is the duty of every New Yorker to report the actions of these masked miscreants; so listen up: As long as I, J. Jonah Jameson, the CEO of Daily Bugle Communications, won't rest until New York has seen the last of Spider-Man!_ "

A teenage boy in a black government stealth suit, sat on the edge of a building. He has tan skin, spiky blonde hair, blue eyes, and three whisker marks on each cheek.

The top of the suit is skin tight, covered his arms and hands with a green light between his shoulder blades, and the pants being slightly baggy. He several snap button ends around his back and one on his left Pectoral to attach equipment on. He also has a cloth belt with a clip lock and pouches on each side of his waist and one on his right thigh.

He also has knee pads sewn on and boots. ( **1.** )

(A/N: For a better picture, it's the 3E Shadow Armor from Tom Clancy's Splinter Cell: Conviction.)

This is Naruto Uzumaki, Ninja, _Jinchūriki_ (Human Sacrifice), superhero and the youngest member of the Avengers.

He looked up at a large video billboard and saw a Caucasian man with brown and white hair, mustache and is wearing a blue suit, white undershirt and red tie yelling about a hero named Spider-Man.

This is John Jonah Jameson the publisher of the newspaper establishment Daily Bugle and presenter of Daily Bugle Communications.

"Hey Pete! Your biggest fan is on again." He said looking to a costumed man beside him.

The costume is based on an arachnid, with the spider suit's primary colors being red and blue, with a silhouette of a spider on the chest area and a large red spider on the back.

The red has a pattern that resembles that of a spider web, with the center of the web being on the topside of his nose. The red and webs only go to the shoulders on the costume. The eyes on the mask are white with a bold black outline.

This is Peter Parker AKA Spider-Man, a hero who started a year ago after his uncle was murdered by a robber he failed to stop earlier in the day.

"Yeah I know Naruto."

Spider-Man brought a hand up as Naruto put on a black mask that covered his head with goggle lens for eyes, both lighting up green for a second.

Spider-Man moved his hand palm up and brought his middle and ring finger to his palm. Suddenly, white web like fluid came out of his wrist and stuck to the building across from them. He swung between the buildings and threw out his other hand and repeated the action to swing through the city as Naruto followed by jumping across the rooftops and running along the side of others.

Both of them missing security cameras following them.

 _SCREECH!_

Both heroes stuck to a wall and saw a police car about to crash into a building before Spider-Man created a large web in front to catch the car.

Naruto saw an armored truck that was being robbed before seeing a guy walk out from the back.

He's wearing a street gang-type outfit with a black vest-jacket, goggles and gloves. He carries a paste gun attached to a tank on his back that holds his adhesive.

This is the Trapster, a super-villain that uses paste-based weaponry and a member of the Frightful Four.

Spider-Man and Naruto dropped down as the Trapster reached for one of his guns.

"Wait!" Naruto yelled stopping everyone as he looked around. "Where's Thundra?"

"She's uh... not with me."

"What?" Naruto asked dejectedly as his shoulders slumped. "You hang out with a hot amazon woman and you decide to go solo, why?"

Just then, Trapster raised his gun, and a kunai was thrown in the barrel. "Doton: Dōmu! (Earth Release: Dome!)" Naruto yelled as he went through hand signs and slammed his hands down on the road.

And had a dome of dirt cover Trapster just as his tank exploded before the dirt crumbled showing Trapster was covered in his glue.

The two walked over to the trapped villain before Spider-Man froze as Trapster's eyes widen in fear. "Interesting. Villain's eyes are widened in fear, but Spider-Sense is still going off." Spider-Man said as Naruto glanced to the arachnid themed hero.

"That sixth sense that lets you know if trouble's about?"

A shadow covered them having the two look up to see a black Helicarrier.

"'Sup Fury?" Naruto asked before hearing a voice behind him.

"I can never sneak up behind you, Shinobi."

Naruto turned to see a man with brown eyes, a black mustache goatee combo and is bald. He's wearing a black shirt with an eye patch on his left eye.

This is Nick Fury, the director of the secret military/espionage agency S.H.I.E.L.D.

"Only one who can is Natasha."

Nick Fury walked up to Spider-Man to speak. "It's a good thing Shinobi was here to stop Trapster in four seconds or this would have been like your previous times with a lot of collateral damage."

Naruto, who had his arms crossed looked over his shoulder to see Trapster was getting out of his glue.

"I do a good job." Spider-Man said as Fury walked past him.

"For a clueless rookie."

"Yeah I-huh?!"

"Look everyone starts out clueless, even Iron Man back when he was a novice." Fury said, arms behind his back.

"Yeah, his boosters shot him into the ceiling of his garage before sending him flying around." Naruto said reaching down to pick up a baseball sized rock.

Naruto threw and caught the rock as Fury continued. "But he learned with training. What do you say if I could help turn 'eventually' into right now, Spider-Man?"

"I knew it, you want me to buy a line of self help books, not interested." Spider-Man said turning around to walk away. "Besides, I'm tapped out till pay day so if we're all done here-!"

"I'm serious, Peter Parker." That got Spider-Man to stop.

"You know?!"

"Everything. Super spy, remember?" Fury said as Naruto spoke up.

"It's your decision but hey, the training Black Widow and Hawkeye are getting seems too good to pass up."

"'With great power comes great responsibility' good words from a good man." Fury said after Naruto finished.

"Uncle Ben was the best." Spider-Man said.

"It's been what, a year now?" Fury asked putting a hand on Spider-Man's shoulder.

"Today's his birthday."

"You've honored him doing what you do. Now I'm offering you the chance to do better, to really learn about responsibility."

"Translation?" Spider-Man asked the spy.

"I want to S.H.I.E.L.D. train you to be a better Spider-Man, the Ultimate Spider-Man."

"How ultimate?"

Naruto tossed the rock behind his shoulder without looking and hit the Trapster in the head, knocking him out.

"That ultimate." Fury replied.

"Sweet!"

 _Ring! Ring!_

"You left your phone on? Should have put it on vibrate." Naruto replied as Spider-Man picked up his smartphone and hit ignore.

Fury walked over and placed a red bulky web shooter on Spider-Man's wrist. He pressed a button having a blue cross hair pop up.

"S.H.I.E.L.D. tech guys made this next-gen web shooter."

"Too big, too clunky." Spider-Man said moving his wrist around as Fury held his hand out. "I didn't say no."

"With my training, you can be a better hero. The next Cap. The next Iron Man. One of the greats."

"Thanks for the offer, but I'm not allowed to talk to strangers, have a nice life, OK?" Spider-Man said before swinging away.

"I also needed to talk to you Shinobi."

"For what?" Naruto asked looking at Fury.

"To lead the Team."

"You mean those cadets? Are they ready?"

"Yes." Fury replied walking over to the masked ninja.

"OK, but what about Cap? Widow? Or Iron Man? Wait, scratch that last part."

"You're their age, and being the youngest Avenger has you stay here a lot due to you having to go to school, and with that weird knife of yours you can easily be called if need be. Here's the files." Fury said giving Naruto four files.

 _Midtown High._

Naruto wearing faded jeans, black and white sneakers and a red shirt waited outside the school before seeing a boy run up to him.

"Should just web swing over and change on the next building Pete."

Peter is a Caucasian teenage boy of average height with a lean frame, sporting muscular and well-defined build. He has brown hair and blue eyes. He's wearing a white shirt underneath either his light blue button-down shirt, with blue pants and black sneakers.

"Not all of us can use our secret spy friends flying car." They walked inside as Peter turned to Naruto. "You know, you never explained how you got in the Avengers."

"I wanted to be all I can be and help save the world."

Peter just deadpanned at him.

"OK, OK, Black Widow convinced me as I wasn't going to join but help out from time to time."

"Spill."

"She unzipped her suit halfway down and the next thing I know I'm agreeing to everything she asked." Naruto explained as they made it to their lockers.

"Everything?"

"I'm still picking up her dry cleaning."

"Peter! Naruto!" The two looked to see a girl running over to them.

She is a Caucasian slender redheaded girl with green eyes and red lipstick, she is several inches shorter than Peter. She's wearing a black leather jacket over a pink hoodie and a white t-shirt keeping them tucked into her medium blue colored jeans with which she wearing with a large brown belt.

This is Mary Jane Watson A.K.A. M.J., Peter's childhood female best friend who has a heavy interest in journalism.

"Where have you been? I've been calling you all morning."

"Sorry, cell phone died and there was traffic." Naruto replied putting his books away.

"I wanted to show you this." She brought her phone up showing J.J.'s video from earlier.

"Doesn't that jerk have something better to do?" Naruto asked getting M.J. to swat his arm.

"That jerk will give this reporter her first job."

"You actually want to work for him?"

"Jameson's the biggest game in town. And I know someone who can put in a word for me." She said looking to Naruto.

"What? I just freelance for extra cash as no one will hire a teen these days."

She just pouted at him, batting her eyes.

"(Sigh.) OK, I'll talk to him to try and set you up on a meeting."

"Thanks Naruto, I knew I could count on you." She said before turning to Peter. "Kids like us has to be realistic. We all aren't rich like Harry or even Naruto."

"I published my late Godfather's books I can't help they sold like no tomorrow." Naruto replied before seeing a teen boy walk to them.

He is a Caucasian boy and has auburn hair. He's wearing a black vest over an untucked white shirt with gray pants.

This is Harry Osborn, Peter's best friend.

"Oh Puny Parker!"

Naruto turned to see a young Caucasian teenage boy, with a muscular build, blonde hair and green eyes walking towards them, punching the lockers. He's wearing the school's football uniform, with a white shirt underneath tucked inside his light blue pants, and a black belt with a bronze clasp.

This is Flash Thompson, a high school jock and bully.

"Not today, Flash." Naruto said standing in front of Peter. "Go."

"I'll get you when your bodyguard isn't around." Flash said walking away as a Caucasian male with grey and white hair and mustache wearing janitor clothes walked by.

This is Stan, the janitor of the school.

Later, the trio went to lunch and talked at a table before Peter jumped forward knocking Harry and M.J. to the floor.

Naruto, seeing Peter dive out of the corner of his eye, grabbed the table, and jumped forward having the table flip to shield them as a hole was blown in the wall behind them.

 _BOOM!_

"Attention students." Naruto glanced up to see three people, two men and a woman walk in as one man, floating brought another man in.

' _The other three to the Frightful Four._ ' Naruto thought as the man, the principal of the school, who was brought in explained the three are in control of the school.

"The Frightful Four." The woman said before Mary Jane raised a hand.

"But there are only three of you."

' _The Wizard._ ' Naruto thought looking at the first man.

The Wizard has black hair, brown eyes and a black mustache. He's wearing high tech armor. It's purple in color with big bulbs on the helmet, on the chest and knees. He also has sunglasses on.

He threw several silver disks onto tables having them float.

' _Klaw._ '

Klaw has an android body that contains his incorporeal sound form. He is also armed with the Sonic Converter.

Klaw then threw his right arm out, shooting a sonic beam.

' _And last but certainly not least, Thundra._ '

Thundra has a slender but very muscular body, she has green eyes, red hair and has red lipstick on her lips. She has a golden tiara on her forehead.

She's wearing a two piece red outfit with yellow lines with one sleeve that covers only her right arm and reveals her midriff. She has a black belt with a golden buckle around her waist, red pants at the bottom is yellow with red lines and yellow boots.

Mary Jane then elbowed Naruto. "You're drooling."

"Can you blame me? She is hot."

"Yeah. And she's also from an alternate future where men have been subjugated by women."

"Good point. Then why the hell is she with three men?" He asked before the Wizard floated up.

"Before the Trapster was caught, he learned that either Spider-Man and/or Shinobi go to this school. And unless they give themselves up, we will tear this school down brick, by brick."

"Yeah!" One of the younger students yelled out at that.

"We're serious!" Wizard said before raising a hand. "Klaw."

Klaw then used his Sonic Converter to start destroying the school floors and moved to the people before Naruto spoke up.

"Stop!"

"Hmm… You're the person who takes his pictures."

"I'll take him." Thundra said having the blonde hero raise his hand.

"I'll second that."

"Naruto!" Mary Jane hissed at her friend.

"What?! If I'm going to be attacked I'd rather it be an Amazonian woman with big knock-!"

 _SCREECH!_

Naruto stopped as Klaw attacked him forcing him to his knees and cover his ears.

"OK, OK!"

The attack stopped as Naruto reached to a table to bring himself up.

And threw a plate of food at Wizard. "FOOD FIGHT!"

The kids started throwing food giving both Naruto and Peter time to hide and change. All the while, M.J. was recording everything on her phone.

"How did they find us?" Peter asked as he and Naruto took off their shirts.

Revealing Peter's costume underneath his while Naruto quickly put his shirt on as he threw his jeans away revealing his pants.

"Right there." Naruto pointed at Peter's left armpit where a small device was as he clipped his belt. "He must have thrown that before I knocked him out while talking to Fury."

Peter crushed the chip before both of them put on their masks. They then jumped down getting the three villains/villainess to look at them. Spider-Man then shot a web at Klaw's clawed hand and pulled so Klaw used his sonic beam on himself.

Naruto then looked to Thundra and smiled behind his mask.

"How about we stop this fighting and go on a date?"

"You always flirt with your opponent?"

"Just the pretty female ones." He replied before both were hit by a sonic beam sending them crashing behind the food counter.

"Move your hands." Thundra growled out getting Naruto to do just that.

"Sorry! I may be a flirt but I'm not that kind of guy." She then got up and got hit with creamed corn running down her head.

"You know, cream corn is a good color for you." Spider-Man said as Naruto flipped over the counter.

"Any color is good on her!"

Thundra crushed the counter just as Spider-Man webbed her shoulders before she just pulled him forward to fall on the floor. Naruto got up to chase her as M.J. kicked a plate of jello at Thundra's feet having her slip to crash into a pile of chairs and tables.

She continued to record until a sonic blast hits her hand, breaking the phone.

"Leave her alone!" Harry yelled, only to get hit as well, sending him to the other side of the room.

Naruto then kicked Klaw to the wall, cracking it before looking to see Spider-Man wrap Thundra with web just as the teens started to float as Wizard threw his disks on him.

Naruto then snuck around as Spider-Man kept the villain's attention before jumping up, and kicked Wizard in the head through the door to the hall and had him slid to the other side.

The heroes ran out and saw Flash Thompson with his jacket unbutton and showed a Spider-Man shirt underneath.

"Spider-Man, Flash Thompson. I'm your biggest fan. Let me help, bro."

"Definitely, 'bro'." Spider-Man said as he opens a locker door. "Step in." He ordered having Flash step inside.

"Now what?"

"Wait for my signal. Jump out and we'll surround him. Remember: Wait for my signal." Spider-Man said closing the door.

' _At least it'll keep Flash from doing something stupid._ ' Naruto thought before he and Spider-Man jumped up in the vents.

"RAH!"

Suddenly, the other two villains ran out, with Thundra kicking the doors off the hinges.

"Where are they?!" She asked as police sirens rung.

"We aren't being paid enough to deal with the cops. Let's go!" Wizard said getting them to run out the door.

Later, Naruto and Peter stood in the cafeteria beside Mary Jane as a man walked up to them.

He is a tall Caucasian man. He has red hair and blue eyes. He's wearing a grey business suit with a white shirt underneath and a red tie.

This is Norman Osborn, the head of Oscorp, and the father of Harry Osborn.

"Mr. Osborn, I'm sorry." Peter said as Norman picked up his unconscious son.

"Why apologize Peter, what could you possibly have done?"

 _Queens; Peter's Home, After School._

Peter walked through the door to see a woman making dinner in the kitchen while listening to J. Jonah Jameson on TV.

She is an old woman. She has short white hair and blue eyes, with red lipstick and has golden earrings. She's wearing a light green vest, white pants and a white apron.

This is May Parker, Peter's aunt and wife of the late Ben Parker.

"Hey aunt May." Peter greeted as she smiled before turning off the TV.

"Are you OK? I heard there was trouble at your school."

"Those psychos never touched me aunt May." He said with a smile. ' _Wish I could say the same for Harry._ '

( _Flashback._ )

 _Hospital._

 _Naruto, Peter, and Norman looked at Harry who was sitting up on the bed._

 _"There's still some ringing in my ear, but Doc. Said I'll be fine tomorrow."_

 _"Awesome."_

 _"Strangest thing." Norman said before turning to the two disguised heroes. "Those villains thought Spider-Man and Shinobi go to the school. Any ideas why?"_

 _"Some kids like to lie about being friends with them so that gets rumored to be they go to our school. Plus some students saw them land on top of the schools rooftop a month ago and never left. Once the principle and janitor got up there, there was no sign of anyone being up there." Naruto explained to the businessman who nodded._

( _Flashback End._ )

"You know what? If we had Norman Osborn's money, I'd put you in private school." May said cutting a carrot.

"Yeah, that'd be sweet. Hey when's dinner?" Peter asked taking the end of the carrot and ate it.

"Soon, put the candles on the cake." She replied taking a bowl of salad.

 _Ding-Dong!_

May went to answer the door and saw Naruto holding a cake with ' _Happy Birthday Ben_ ' written in cursive in blue frosting.

"Hey, saw Peter walking past the pastry shop. Not sure if this is his favorite, they said they had to re-make it after a police car crashed in the window."

 _Later, Night._

Spider-Man swung through the city as rain poured down. After what happened with Trapster bugging him, the attack on the school, he now believes that with Nick Fury's help, he can do better. He ran up a building and then the antenna before seeing the Helicarrier above.

When he jumps to the Helicarrier, he runs out of his own webbing before he decides to use Nick Fury's web shooters. He manages to get on the Helicarrier and an alarm goes off.

" _Intruder alert! Intruder alert!_ "

Suddenly, the Heli-Carriers defenses attack him but he dodges all of them and destroying a few in the process before Nick Fury and Shinobi appears and turns them off.

"Your friendly neighborhood Spider-Men reporting for duty!" Spider-Man said removing his mask and saluted.

"Welcome to S.H.I.E.L.D. Spider-Man, hope you survive experience." Fury said before leaving as Naruto turned to follow.

"What?"

 **To Be Continued.**

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 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781, Chaos-PSD, Arkham Knight22 and Ryan L. Spradling.**

 **1\. The URL for the suit is on my profile as there was 2 different suits, one just lightly different.**

 **Pairings.**

 **Naruto:**

 **Ava Ayala/White Tiger.**

 **Doreen Green/Squirrel Girl.**

 **Kamala Khan/Ms Marvel.**

 **Natasha Romanoff/Black Widow.**

 **Jennifer Walters/She-Hulk.**

 **OK like I said above, I think all of these shows are just OK so if you don't want to read past this that's fine.**

 **I'll go into what I like about this show. The Animation is great, the designs are as well for the most part... The Voice Actors are good as well for the most part as for more famous ones/more known for another character I sometimes can't see the character for this show but the actor/their more famous character.**

 **Spider-Man is a teenager. And this is the 2nd show that did that as previous had him as an adult/college at the youngest.**

 **I like the fact there's not well known heroes/villains in here, I mean come on last time Squirrel Girl was in a show was the '06/'07 Fantastic Four show when looking for a replacement for Ben when he was cured as a joke. Johnny said no as soon as she came in the room with squirrels then skipped to the next hero.**

 **And it's the first time for characters like Miles Morales, and Spider-Gwen (Technically).**

 **I mean sure, I would have liked them in a better/more well liked show. She-Hulk, Skaar, and Rick's A-Bomb form were in the Hulk Show so that may be a big factor on me thinking it's OK as she wasn't used much and it's the first time for Skaar/Rick's form.**

 **I know people didn't like that Spider-Man was a leader of a/on a team of teenage heroes outside of the Avengers, the Fantastic Four/Future Foundation to a lesser extent. But it didn't bother me. Because what was still on and very popular in '12? Young Justice. Both had the teenage heroes/protégés forming a team under their adult counterpart. (Justice League for Young Justice and the Avengers for this show.)**

 **And I thought after seeing the team here, that Disney wanted to ride the coattails of the shows success.**

 **The 4th wall breaking yeah, that was terrible since it wasn't Deadpool or She-Hulk. (For those that may not know She-Hulk also broke the 4th wall for a time as well starting in '89 with the Sensational She-Hulk series.) But it became bearable if I thought of them as Spider-Man thinking/talking to himself. As in the '90's show, he was talking/thinking to himself at least 90% of the episode.**

 **The bike he got didn't bother me as yes it was to sell toys but Kirby did that in the 70's/80's with giving Spider-Man a car in the comics.**

 **But I did absolutely hate the Family Guy style cutaways. That is the one thing I couldn't look past.**

 **I also think it's a higher up/Disney as a whole that made the shows like they were/made little kids the target audience because here's who worked on these shows in one way or another. Brian Michael Bendis, the guy who wrote the Ultimate Spider-Man comic. Paul Dini, the writer for the majority of the DCAU. (Batman The Animated Series-Justice League: Unlimited.)**

 **And was the lead writer for the games Batman: Arkham Asylum, and Batman: Arkham City.**

 **And Man of Action who did the Ben 10 series which was getting to/just started Omniverse when this was starting and Generator Rex. So all these acclaimed/great writers and studio all working on this show and gave us an OK show at best.**

 **For the 1st 2 seasons as after Loeb left (That's who I hear was the main problem) the 3rd and 4th seasons was better received.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	2. Chapter II: Great Responsibility

**Disclaimer: I don't own Naruto or Ultimate Spider-Man.**

 **A/N: I didn't put this in before as I forgot to but I will use some of the other shows episodes as well for this story… Minus Guardians of the Galaxy as that'll be hard to do.**

 **I also did this and the 3rd Ch while waiting on Ch.'s for my other stories to get beta'd and the 3rd one is in the process of being beta'd so I don't know when it'll be out.**

 **Beta: Jebest4781, Chaos-PSD, Arkham Knight22 and Ryan L. Spradling.**

* * *

 **Chapter II: Great Responsibility.**

 **Last Time.**

 _Later that Night._

 _Spider-Man swung through the city as rain poured down. After what happened with Trapster bugging him, the attack on the school, he now believes that with Nick Fury's help, he can do better. He ran up a building and then the antenna before seeing the Helicarrier above._

 _When he jumps to the Helicarrier, he runs out of his own webbing before he decides to use Nick Fury's web shooters. He manages to get on the Helicarrier and an alarm goes off._

 _"Intruder alert! Intruder alert!"_

 _Suddenly, the Heli-Carriers defenses attack him but he dodges all of them and destroying a few in the process before Nick Fury and Shinobi appears and turns them off._

 _"Your friendly neighborhood Spider-Men reporting for duty!" Spider-Man said removing his mask and saluted._

 _"Welcome to S.H.I.E.L.D. Spider-Man, hope you survive experience." Fury said before leaving as Naruto turned to follow._

 _"What?"_

 **Now.**

 _S.H.I.E.L.D. Helicarrier, Morning._

Fury was watching a screen of Spider-Man fighting a large group of robots and finish in under 60 seconds with three teens in costumes, two boys and one girl.

"I finished this thing in under 20." The first one said.

He has blonde hair and a muscular build. He's wearing a yellow sash around his head, which has white eyes rimmed by a narrow black line. He's wearing a green spandex suit with a yellow belt around his waist and with a black dragon on his chest.

This is Iron Fist a master of K'un-Lun's martial arts.

"I completed mine in under 18." The next male said.

He is an African-American male with a muscular physical build. He has black hair with Sunglasses. He's wearing a sleeveless suit which is yellow on top and the rest is black and he has metal plates on his biceps and ankles. He also has yellow boots.

This is Luke Cage, a S.H.I.E.L.D. trainee.

"There's no discipline to his fighting technique. He's just thrashing around hitting stuff!" The lone female said.

She is a tall woman, wearing a very form-fitting white cat-like suit that highlights her muscular body, with claw markings on her waist and shoulders, it also has yellow eyes, with her long brown hair sticking out in a long, high ponytail.

Around her waist is a white belt with a green tiger amulet.

This is White Tiger a S.H.I.E.L.D. trainee and the current successor in her family's legacy to bear the name White Tiger.

"(Sigh.) But Fury said he's good for the team." Tiger finished as another teen boy ran up.

"Why is Fury testing a new candidate?! I didn't approve this!"

He's wearing a Centurion Nova Corps costume which comes with a gold helmet that covers the upper part of the face, with a big red star on the front and white eyes. He's wearing a black suit, with golden buttons on the suit with gloves.

This is Nova, a superhero with cosmic-energy abilities.

"Look who thinks he's in charge… That's so cute." Tiger said as Nova walked closer to the screen.

"If Fury thinks I'm going to lead this lame-o into battle-" Nova stopped as Luke punched him in the shoulder.

"In your dreams you're the team leader!"

"He is rough around the edges… But, not without potential." Iron Fist said waking up to the two.

"Yeah, but he named himself 'Spider-Man'. How sad is that?" White Tiger asked with air quotes as she walked up.

"Well what was he supposed to name himself?" Luke asked as Tiger rolled her eyes behind her mask.

"Something cooler, something that didn't scream, 'Hi I have low self esteem and associate with bugs'."

"You know what they say about a book and its cover, dude?" Fist asked the tiger themed heroine.

"Dude. I'll clean this Heli-Carrier for a month if he makes it."

"Toilets too?" Fist asked.

"Toilets too." White Tiger replied high-fiving the group.

"You may just regret that decision, Tiger."

The team looked back to see Shinobi without his mask walk up to them.

"I see my record of 9 seconds is holding up."

"Team, this is Naruto Uzumaki A.K.A. Shinobi of the Avengers. He'll be your leader. This is Iron Fist." Fury said as Naruto stepped to Iron Fist who brought his right fist to his left palm.

"Namaste." He greeted having the ninja follow.

"Luke Cage."

Naruto nodded as he high-fives Luke.

"Nova."

Nova looked annoyed but nodded in greeting.

"And White Tiger."

Naruto took her hand and kissed the back.

"Always nice to meet a pretty lady like yourself."

Tiger was thankful for wearing her mask that was covering the blush she was sure she had. "W-What makes you so sure I'm pretty? I am wearing a mask."

"I have yet to meet a woman that wasn't." Naruto replied straightening up, let go of her hand and looked to Fury just as Spider-Man was dropped through a trapdoor. "He does have web fluid, right?"

"He had 75% left when starting."

 _Middleton High._

Naruto was putting his books in his locker as Peter did the same, both of them just got back from visiting Harry who was still in the hospital and gave him his homework for the past couple of days.

"Smile, Spider-Man, Shinobi."

As Naruto and Peter was putting books away in their lockers, a flash went off having Peter jump and slip as Naruto rubbed his eyes. Once everything came back into focus, he saw Mary Jane holding a digital camera.

"Wow! Nervous much?" She asked Peter who was getting up. "I'm just practicing what I'll say for when I finally meet Spider-Man and Shinobi, here." She explained holding a paper with pictures of Spider-Man and Shinobi from the chest up.

 _Spider-Man, Shinobi:_

 _I will tell your side of the story._

 _Call me._

 _-Mary Jane Watson._

"You really think they go to this school?" Naruto asked as M.J. took the flyer and hung it on the wall across from them.

"They've been seen on campus often enough. They could be anybody, a student, a teacher, or..." M.J. trailed off as Stan walked by. "Well, maybe not everybody."

"Even if one or both go to this school they wouldn't tell you. Look at the attack the other day." Naruto said putting on his backpack.

"Maybe… But I'm not giving up." M.J. said poking the blonde in the chest and walked away.

 _After School, S.H.I.E.L.D. Helicarrier._

Spider-Man and Shinobi walked behind Fury greeting the Agents they past.

"Maria, looking good." Naruto greeted a Caucasian woman with short black hair and wearing the S.H.I.E.L.D. uniform looking at a clipboard. ( **1**.)

"You say that to every female agent." Maria replied not looking up from her clipboard.

They walked through several rooms where agents were testing weapons, tech, armor and robot sentinels before walking to a lab.

"Hey Doc., meet the new kid." Fury said to a man who was putting a lab coat on.

He is a Caucasian man wearing the S.H.I.E.L.D. uniform with a lab coat. He has brown hair and blue eyes.

This is Curtis 'Curt' Connors a S.H.I.E.L.D. scientist.

"Spider-Man, our resident tech genius, Dr. Curt Connors."

"Always glad to meet a fellow genius." Spider-Man raised his right hand to shake, only to look to see Curt's hand was missing.

He blinked in awkwardness before Curt pulled the sleeve with his left hand revealing his right arm and shook Spider-Man's hand with both of his.

"A pleasure, I followed your career closely. Very impressive." Curt said before gesturing to the equipment under tarps around him.

"Even before Director Fury approached you about joining us, I took the liberty of having my R&D team create Spider-Man themed weaponry."

"What if I had said no?" Spider-Man asked.

"Not an option." Fury said as Naruto stretched. Right before catching two collapsible tonfa sticks. ( **2.** )

"We worked on that for you."

"OK, now I don't need to waste chakra on the small fry." Naruto said putting them in his pouch on his waist.

He then caught a large hand-held pistol crossbow with a red dot site and a small wire butt and a bag. ( **3.** )

(A/N: The Tactical Crossbow from Splinter Cell: Blacklist.)

"OK..." Naruto said as Curt explained.

"You can use that to lure people away, and knock them or tech out. You can clip it on your belt."

Naruto saw a clip on the right side of the crossbow before folding the bow and clipped it on his lower back. He then opened the bag revealing multiple clips showing bullets with rubber ends, two having holes on the rubber. And each had a color stripe on them.

"The red stripes are noisemakers that make a chirping sound. The blue are EMP's, green is sleeping gas, and yellow are sticky shockers." Curt explained before looking to Spider-Man's shooter. "Huh, that's funny. You're using our web shooter out of camo-mode."

He then walked over, pressed a button on the shooter and had it turn invisible.

"Oh yeah... I had it in camo-mode. But then I couldn't find it..." Spider-Man said looking to the others who just stared. "Joke… Don't you people ever smile?"

"Over here is something we think you two will find particularly interesting." Curt said going to a large tarp.

Spider-Man reached for it, only for a retractable pointer to hit his hand.

"Hold it."

They looked to see a Caucasian male with a muscular build and has brown hair. He's wearing the usual attire for S.H.I.E.L.D. agents.

This is Phillip 'Phil' Coulson a S.H.I.E.L.D. agent and Nick Fury's right-hand man.

"Director Fury, I never questioned your choices when it came to the others." Phil said having Spider-Man look to him in confusion.

"Others?"

"But in this case, were dealing with a complete wildcard. Daily Bugle Communications calls Spider-Man a threat to public safety."

"You said the same thing about me. 'A ninja can't be trusted' right?" Naruto said remembering Coulson wasn't a fan of his when he came to talk with Fury and Natasha on joining S.H.I.E.L.D. and the Avengers.

"Spider-Man's my responsibility Coulson. And that's what he's here for. To learn responsibility." Fury said getting Coulson to nod and leave.

"We'll see."

Spider-Man then pulled the tarp off revealing two motorcycles.

One is blue with a grey tank that has a red spider on it, the legs going down and across the bike itself. The front tire has a hollow rim.

The next is the same but completely black with a hollowed blue rim in the front and a full blue one for the back. ( **4.** )

(A/N: Picture a full black version of Spider-Cycle.)

"The Spider-Cycle and Ninja-Cycle."

"Yeah, useless for me." Spider-Man said getting Connors to blink.

"Uh.. Excuse me?"

"I mean, it's cool and all. But why do I need a motorcycle? I can get anywhere by 'thwip thwip'." Spider-Man said making his hand gesture to make his webs shoot.

"I calculate you can make it from 80th to 34th Street in 3.7 minutes using what I'm guessing is very expensive webbing and at maximum muscle strength."

"Maybe." Spider-Man replied rubbing his arm.

"It would save you on making web fluid all the time." Naruto replied crossing his arms.

"The Spider-Cycle can make it in a minute and a half. That is… Unless you're scared thwipless to climb on." Fury said walking over.

' _Oh man, the bad jokes are spreading._ ' Naruto mentally groaned looking at his bike. ' _Looks like I can't bum rides off of Natasha anymore… Man that means no more sexy tight bodysuit!_ '

Spider-Man got on his bike, turned it on, and a red holographic dashboard came up before he accidentally hit the thruster and sped down the hall, screaming.

 _Boom!_

"NOT THE BREAKS! AAH!" Spider-Man screamed as they saw him speed out of a hole he created trying to stop his bike but hit a button for weapons instead.

"Get the team. This will be a good time to introduce him to them." Naruto said getting on his bike and revved it up. A blue hologram dashboard came up before he slowly drove it out.

 _A Few Minutes Later, Construction Yard._

Naruto, sitting on his bike on top of a building with the team saw Spider-Man about to crash into a semi-truck.

"Nova, get Spider-Man off his bike. Luke, move the truck. White Tiger, get on the bike and stop it." The three ran/flew to the spider themed hero and did that.

Spider-Man is saved by Nova who picked him up. Luke picks the truck truck up and White Tiger jumps off of the truck to land on the Spider-Cycle. She slowed down and drove over to the others and stopped in front of Iron Fist.

Naruto then sped off of the building, tires splitting in half and turned so the sides looked like wings and he flew down to them.

"I appreciate the hand, but I really didn't saving from… Who are you guys?!" Spider-Man asked dusting himself off.

Iron Fist punches his palm. "Iron Fist, namaste." His right fist then glowed with a yellow energy before punching the ground, creating a crater. "Kung Fu master with fists of... Well, iron."

White Tiger walked the motorcycle to Spider-Man. "White Tiger, acrobatic ninja with steel claw and cat powers." She introduced herself, the claws on her gloves extending a couple of inches. "The big guy here is Luke Ca-"

"Power Man, if he calls himself Spider-Man, then I'm calling myself Power Man. It's cool and doesn't scream 'I have low self esteem.' Super strength and bullet proof skin." The now named Power Man introduced himself.

"OK, Power Man." White Tiger said before Spider-Man pointed to Nova.

"I already met 'Captain Buckethead' able to carry two buckets-!"

"Name's Nova, creep!" Nova yelled.

"Nova Creep, catchy." Spider-Man said getting on his bike.

"Nova, human rocket." Nova said flying up several feet.

"Wow, did you guys practice that? I mean really you sound like you just appeared on an old Superhero cartoon." Naruto said with a slow clap.

"OK, if you'll excuse me, I gotta get this bike back to HQ. You see, I'm with S.H.I.E.L.D." Spider-Man said getting the other teens to grin.

"Small world." Power Man said punching his palm.

 _Helicarrier._

Shinobi sat with the team as Spider-Man argued with Coulson against being apart of a team when he thought he would be getting solo training. Spider-Man then left for the elevator and took one with Fury who wouldn't leave.

"Yes, I win the bet!" White Tiger yelled pumping her fist.

"I wouldn't be sure of that beautiful."

White Tiger blushed behind her mask as she looked to her leader. "W-Why? We can handle ourselves."

"He's just worried about you getting in danger from the villains he faces on a daily bases. It's his story to tell on why he feels that way." Naruto finished going to the window before looking back. "We're needed, let's go!"

Later, they saw Wizard, Klaw and Thundra with a chain and mace wrapped around her right arm looking at a floating Spider-Man.

"Wait for the right moment."

He saw Spider-Man kick Wizard after feigning being unconscious before Thundra went to a water tower and tore the roof off.

"Power Man, now!" Power Man slid down the roof and jumped over before kicking the roof away as White Tiger landed on Spider-Man.

"What are you guys doing here?! I had them on the run!" Spider-Man said to the tiger themed heroine.

"Except from the part where you didn't!" White Tiger said raising her right hand.

Her claws extended and she cuts the levitating disk off of Spider-Man's chest and back flipped off of him as he fell.

Suddenly, Klaw attacked with a sonic beam destroying the wall beside the two and knocked them to the floor.

"You dropped this!"

Power Man swung the water tower roof at Thundra who caught it and turns to throw him into the tower's supports. Water came down and pushed Thundra off the edge as Naruto ran over, jumped after her and pulled his crossbow out before shooting a small grappling hook and caught Thundra.

He ran along the wall and jumped to the next as he tied the villainess up as Spider-Man webbed the roof in between the buildings so the rooftop didn't fall on civilians.

"You miserable little bas-!" She stopped as a gag was wrapped around her mouth.

"Whoa Thundra, there are children down there."

Naruto jumped over to see Nova shoot a disk off a floating Power Man and Spider-Man saved him by shooting a web that brought him up to the roof.

 _BOOM!_

Nova shot a blast of energy out of his hands, and connected to Wizard's own creating a large blast that sent Wizard into a building and straight down, destroying the wall.

"Shit!" Naruto cursed seeing White Tiger get hit by Klaw and fall off the building. He dived after White Tiger, grabbed her by the waist and shot his grapnel.

"I can save myself!"

"I know, but no shame in helping each other." Naruto brought them back up before speaking. "OK you all want to save people? Then save the civilians around here. Superhero 101: We can protect ourselves, they can't. We can handle this so go and help them."

"You heard the man." Tiger said before Naruto turned to see the Wizard float up.

He then jumped over and tackled him to the roof before punching him in the face, knocking him out. Klaw attacked Spider-Man with his sonic blast, having Spider-Man dodge and one of the Daily Bugle billboard was hit and fell to the ground. Nova flew and destroyed the billboard as Iron Fist jumped to Klaw, right fist glowing yellow and they clashed attacks.

 _Boom!_

Klaw was sent to the ground where Spider-Man webbed him to a post, Power Man crushed his claw and knocked him out.

 _Unknown Location._

A shadowed figure was watching J. Jonah Jameson's report on the attack.

" _I don't know why the Avengers are with this Spider-Man group to begin with!_ "

A robotic clawed tentacle had the screen zoom out before another with Norman on a video call was beside it.

" _You're Agents failed Octavius._ "

The lights flickered revealing a man of short height and is very pale and hunchbacked. He has long black wet hair and is wearing red goggles. He's wearing a grey scientist suit, around his stomach, along with a mechanical device, and four octopus arms attached to it.

This is Dr. Otto Octavius, a crippled scientist working silently under Norman Osborn for Oscorp.

" _I won't tolerate another disappointment._ "

"Understood, Mr. Osborn."

 _Midtown High, Next Morning._

Peter was putting books in his locker before hearing Flash.

"Oh Puny Parker! It's locker knocker time!"

Peter looked behind him to see Flash running towards him, but Peter is pulled out of the way for Flash to get himself stuck in the locker. Peter looks to see who saved him and sees four students that he has never met before.

"Wait, do I know you, any of you?" He asked them

"Say hello to your new classmates." One of the teen boys said.

He is a blonde 17-year-old boy and has a very muscular build. He's wearing tan pants, and has a brown jacket tied around his waist. His shirt is navy blue. He also has brown sandals and a metal grey necklace with black string.

This is Daniel 'Danny' Rand, AKA Iron Fist.

"Danny Rand."

The next male is an African-American male with a muscular build. He has black hair with brown eyes. He's wearing a beige vest with sleeves curled to his elbows, with a black shirt underneath and light blue pants.

This is Luke Cage.

"Luke Cage." Luke introduced himself next before elbowing the boy on his left.

He is a Hispanic teenager with a slender build and average height, equal to that of Peter. He has black hair and tanned skin, and blue eyes.

He's wearing a light blue shirt over a white long sleeved undershirt, grey pants with a black belt and sneakers.

This is Sam Alexander AKA Nova.

"Sam Alexander." He introduced himself before the lone teenager girl smiled.

She is a tall Hispanic-American teenager with a slender yet muscular build, brown eyes, brown hair reaching mid-back, buxom breasts, ripped broad shoulders, toned abs, toned back, and long muscular legs. She's wearing a green tunic with a white long shirt underneath, a black sash belt around her waist and strapped black high heels.

This is Ava Ayala AKA White Tiger.

"Ava Ayala. Think about it."

Peter blinked as them in their costumes came to mind. "Huh?"

"I told Fury they needed downtime and to be with other kids their own age. And away from S.H.I.E.L.D."

Peter looked to see Naruto walk up to them, then up to Ava. "Wow, I knew you were pretty, but I didn't you were drop dead gorgeous."

Ava blushed and avoided his gaze as Peter excused himself and ran down the hall.

"I got to go and talk to a guy!"

"He's going to see about getting a transfer, but Nick already put Coulson undercover as the principal since we're going here." Naruto said as he walk with the team to class.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781, Chaos-PSD, Arkham Knight22 and Ryan L. Spradling.**

 **1\. Maria Hill was not in the show/Universe outside of a small scene in Assemble, the URL for that pic is in my profile for a better look.**

 **2\. Again to have him take on criminals/villains with no powers as not to kill them. We just decided on switching it up from a staff, or for my DC stories the MCU Hawkeye's bow.**

 **3\. Again, I'll put the pic on my profile but while re-watching a few episodes I saw Spider-Man/Spider-themed heroes use taser webs on more than one occasion mainly for dealing with Venom/Carnage and I thought of giving him either the stun gun or Tactical Crossbow from Splinter Cell: Blacklist for those times/if I have Naruto replace one of them.**

 **And we chose the crossbow as that seemed more Ninja like.**

 **4\. I would like your opinion on it driving up/down walls. It will still fly even If you don't want it riding on walls as a couple of episodes had Spider-Man use his to stay in the air with Nova/The episode with Hawkeye/Beetle so Naruto will too.**

 **So I put up a poll on my profile so vote yes or no.**

 **Like I said above, I will be using episodes from the other shows as well since they do share the universe (Outside of continuity errors here and there.)**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	3. Chapter III: Doomed!

**Disclaimer: I don't own Naruto or Ultimate Spider-Man.**

 **A/N: OK, I had planned for a 3 Ch. update for both this story and Naruto: Earth's Mightiest Ninja as a tribute to Steve Ditko but one beta is really busy at the moment but this Ch was beta'd before so I thought I'd go ahead and update seeing as it'll probably be awhile before the others are ready. I'll still do the 3 Ch update after this though so don't worry about that.**

 **Oh and for using the other shows, I'll wait until season 2 starts as continuity wise that's when the other shows starts. (Avengers Assemble came out with season 2 Episode 10.)**

 **Also slight spoiling on the pairings so skip to the Ch if you don't want to be spoiled on anything.**

 **SPOLER:**

 **We decided on waiting until season 2 before having the pairings start so sorry if you were looking forward for them to get together soon.**

 **SPOILER OVER:**

 **Beta: Jebest4781, Chaos-PSD, Arkham Knight22 and Ryan L. Spradling.**

* * *

 **Chapter III: Doomed!**

 **Last Time.**

 _"Ava Ayala. Think about it."_

 _Peter blinked as them in their costumes came to mind. "Huh?"_

 _"I told Fury they needed downtime and to be with other kids their own age. And away from S.H.I.E.L.D."_

 _Peter looked to see Naruto walk up to them, then up to Ava. "Wow, I knew you were pretty, but I didn't you were drop dead gorgeous."_

 _Ava blushed and avoided his gaze as Peter excused himself and ran down the hall._

 _"I got to go and talk to a guy!"_

 _"He's going to see about getting a transfer, but Nick already put Coulson undercover as the principal since we're going here." Naruto said as he walk with the team to class._

 **Now.**

 _Midtown High, Lunch._

Naruto was carrying two trays of lunch before walking to where Peter was arguing with Sam who was sitting at his table. Naruto rolled his eyes as Peter pulled Sam away as Ava and Danny sat down at the table.

He then dropped a tray in front of Ava as he sat in between her and Mary Jane.

"A rose for the pretty lady." Naruto said putting a rose he pulled from behind his back onto Ava's trey beside the food getting her to blush.

"Oh, I'm not pretty?" Mary Jane asked the blonde who picked up another rose for her.

"Of course you are." Naruto said as Mary Jane yanked the rose out of his hand. ' _But I just had it because I know you would get jealous._ ' He thought picking an apple up.

"What's the deal with Peter and the new kid, Sam?" Mary Jane asked her friend who took a bite of his apple.

"Got off on the wrong foot. Peter asked for Sam's help and Sam is one of those kids whose more worried about looking cool than helping someone who isn't." Naruto said looking between the different tables that had jocks, and another that had bored-looking teens with skateboards.

 _SPLAT!_

Naruto looked to the doors to see pink paint cover the windows before Coulson, covered in paint and wearing a suit walked in.

"Uzumaki! Detention!"

 _Later, Detention Room._

Naruto whistled as he walked in and saw the Team was inside sitting down as Coulson walked inside behind him. Naruto went to the back row and sat beside Luke as Coulson spoke up.

"Great role-playing guys."

Peter, who was banging his head on the desk at getting detention, looked up and behind to see the others as he sat beside Sam.

"Oh, this was just to get us all together for a secret S.H.I.E.L.D. thing. I thought it was serious."

"Define 'serious'." Coulson said hitting a button under the desk he was standing at.

Suddenly, the seats folded down having the teens fall through a hole that opened up.

"Whoa!"

Shinobi landed in a large seat that had a jet engine behind it in a tunnel with the S.H.I.E.L.D. logo on the dead end.

"What the hell? I didn't have my suit on when I got here-Holy shit!"

Naruto yelled as he was send back against the seat as it sped forward through the tunnel. A few minutes later, Naruto saw a door open up before going through it to a large room and flew out of the seat as it hit the stopper. He flipped forward, and landed in a crouch as he slid forward several feet and stood back up.

"Ta-Da!"

Naruto looked to see White Tiger land on her feet as the others landed in a pile in front of the seats arguing with each other.

"(Sigh) Boys." Tiger sighed as she walked to a window to see that they were under the water as fish swam by. "Where are we?"

" _Attention! All S.H.I.E.L.D personnel prepare to surface._ "

The room shook as they floated up to the surface and into the air, revealing they're on the Heli-Carrier.

"The Helicarrier? I love this job!" Tiger exclaimed as they went high up over the city.

"I don't know what your problem is Webs, but if you wanna throw down let's get it over with."

Naruto looked to see Nova was fighting with Spider-Man as he flew in the air.

" _In a feisty mood? Outstanding. The Court is where you'll learn to precisely to focus that aggression._ " Fury sai as he appeared on a large screen on the wall.

"Court? As in B-Ball?"

" _Court as in you'll be judged, harshly._ " He finished as robots and weapons came out of the floor and walls.

Nova and Spider-Man glared at each other as Naruto spoke.

"Alright Team! The mission: Get across the room without triggering an alarm. Fastest time wins a..." Naruto stopped as Nova and Spider-Man attacked each robot, tying with how many each destroyed. "… Prize. (Sigh) Guys, the object was to get across the room quietly. If you weren't trying to burn a hole in the other's head you would have heard that."

" _Naruto was going to send you out in the field today. But until you can start working together, you're grounded._ " Fury said glaring down at the two who destroyed the equipment.

"That's not fair! It was Dork 1 and Dork 2!" White Tiger yelled out pointing a clawed thumb at the two heroes responsible.

"We're a team, White Tiger. Not only do we succeed as one. But we fail as a team." Naruto said as a robot with cleaning equipment rolled in.

Later, Power Man threw the last pile of broken equipment on a larger pile as the others swept.

"'Be the best hero you can be'. 'Work with professionals'. I'm pushing a broom because of you two!" White Tiger yelled sweeping at Spider-Man and Nova as the others cleaned a section of the room.

"A tornado becomes a gentle breeze only as temperatures cool down." Iron Fist said clapping his hands together.

"Yeah, he does that." Power Man said as Naruto put his broom away.

"He means cooler heads prevail." Naruto said as Nova melted the junk having it go through a grated panel to be recycled.

"Let's just finish so we can prove what we got to Fury and Shinobi." Power Man said as Spider-Man dropped down from the wall.

"You're the rookies, I've been catching baddies for over a year now. Batroc, Melter, Toad, Whirlwind, the Frightful Four. And that's counting all four."

"That's it! Spider-Man you're a geni… You gave me an idea." Tiger exclaimed walking to a computer to bring up S.H.I.E.L.D.'S Most Wanted List.

"S.H.I.E.L.D.'S Most Wanted. We bring in any of these villains..." She trailed off as the others walked over.

"Instant respect." Power Man said crossing his arms as a picture of a woman with quills came up.

' _Lady Porcupine._ '

"Lady Porcupine? Yawn. Nova, why don't you take this one? Bring a band-aid." Spider-Man said as Nova walked up and brought up a picture of a man.

He is a tall man, with brown eyes. His most notable feature is the Vibranium armor he's wearing to cover his face and his whole body except the eyes. Over his armor he has green clothing with a green hood over his face which it is attached with yellow clasps on the chest. He has a brown belt with a yellow clasp around his waist.

This is Victor von Doom AKA Dr. Doom. He is a super-villain and ruler of the nation Latveria. He is also the archenemy of the Fantastic Four.

"What the hell is wrong with you?! He has Diplomatic Immunity and he is in his home country… That he's the ruler of!" Naruto yelled walking over to start typing. "But I'll agree that sometimes you need to show what you can do so let's aim a little lower, say under the top 20… And you're already gone." He finished looking back to see an empty room.

"(Sigh) Even Tiger? I thought she was better than that." Naruto said before his cell vibrated. Picking it out of his pouch, he saw M.J.'s picture before answering. "Hey M.J."

"..."

"Peter and Sam just went to do something stupid."

"..."

"No, nothing illegal. Yes, I'll make sure to let Sam know you have homework for him."

Later, Naruto walked in the main room of the Helicarrier to see Fury talk with Coulson on a screen.

"Coulson, you have any idea where our teenage, heroes-in-training are?"

"S _ir, I'm in the middle of a crisis. This school's budget is a mess! I'm trimming the fat. No more doors on boy's bathroom stalls, rougher toilet paper. Hey, maybe S.H.I.E.L.D. can donate..._ "

Fury then hangs up on him. "Good Godfrey, Coulson's gone native."

"Some people just aren't meant for field work." Naruto said having Fury turn to the Avenger. And then both saw the team with a tarp wrapped around someone.

"I caught him! It was all me!" Nova yelled before Spider-Man webbed his mouth.

"Should've done that an hour ago."

"Where have you maniacs been?" Fury asked as Spider-Man revealed Dr. Doom was under the tarp. Getting Naruto to face palm and Fury to glare, and grind his teeth.

"He is SO loving' us right now... Except you, Nova." Spider-Man said to the cosmic hero getting him to scowl before Naruto yelled at them.

"I freaking told you all he has DIPLOMATIC IMMUNITY! That means unless he attacks us he can't be arrested!"

"You didn't capture him. You lead him into the Helicarrier!" Fury said pulling out his gun as Naruto pulled out his tonfa sticks.

"Correction: They walked a Mark-6 Hoberman Classic into the Helicarrier." 'Doom' said before breaking free, and had his chest open revealing a smaller robot that looked like him. It jumped out and had four more pop out, each smaller than the last and attacked as each had a different weapon come out of their hands.

The S.H.I.E.L.D. Agents attacked having the original bot create a field and blast a hole in the floor. All the Doom Bots jumped down and scattered.

"They're splitting up to do the most damage!" Naruto yelled jumping down the hole.

"Guys! Stick together!" Tiger yelled as Spider-Man and Nova ran/flew off on their own intent on stopping the bots themselves.

The next floor below, Naruto was fighting the second largest bot with his tonfas. He hit the bot in the head before spinning the stick to under is arm to block a strike. While he was fighting, Nova and Spider-Man were arguing with each other on whose fault this was before snapping as he broke the head off.

"ENOUGH! This is both of your faults with your pissing contest! So grow up, accept the blame or leave this team for the adults!" He yelled before hearing Spider-Man talk to and hang up on Mary Jane. "OK, now let's-!"

 _BOOM!_

An explosion shook the Helicarrier having it tilt down.

" _They took out one of the engines. We're losing stability._ " White Tiger said over Naruto's black watch on his left wrist.

" _We're losing more than that. The big one is nearing the Fusion Reactor Chamber. It won't matter if we're afloat. That thing hits the core… We're going nuclear._ " Fury said after Tiger was finished.

Naruto then brought his watch to his face. "OK Nova, go outside and-"

" _While Spider-Man and you hog the glory?_ "

"If you're in this for the glory then give your helmet to someone else. But there are about 7 million lives at stake here so grow up and get the hell outside and keep this thing in the air, NOW!"

Nova did so having Naruto continue. "Tiger, where is the core from our locations?"

" _The reactor is in Sector 12 Quad 3… It's right below us._ "

"Then let's meet up! White Tiger, tell us where to go."

Naruto ran down the halls for several minutes and got to the meeting pint where the others caught up.

"Iron Fist, straight down!"

"I'm not paying for it." Iron Fist replied as his fist glowed. "HE-YAH!" He yelled punching the floor.

Iron Fist created a hole having them fall as well as the Doom Bots that wasn't destroyed. Naruto then grabbed Iron Fist and threw him in front of the group having the K'un-Lun master break through the floors and came to the core.

Naruto grabbed White Tiger and shot his grapnel to swing to a beam as Spider-Man did the same with his webbing for the others.

Suddenly, Nova flew in front of the Doom Bot just as it shot at the core having Nova absorb the attack.

"Finish it!" Naruto yelled having Spider-Man pull the robot in the air, Tiger then cuts the web having the bot land on the floor and Power Man to grab it from behind before Iron Fist punched the chest.

 _Boom!_

The bot exploded as the team sat down by the core.

 _Ring-Ring!_

Spider-Man pulled his phone out, saw M.J.'s picture and tossed it to Nova. "It's for you."

Later, Fury was yelling at the team beside Naruto who was blocking him out.

"Whoever started this, step forward. You're off the team." Fury finished having all of them take a step forward.

"It was me./It was me./It was me./It was me./It was me."

Naruto smiled at that before Fury spoke. "Never again. Team."

"OK, that was good and all. But if anyone says 'group hug' I'm outta here." Spider-Man said as Coulson walked up behind him.

"How about study group hug? You have to make up the school work you missed today."

The team minus White Tiger groaned at that. "I did my homework."

"Director Fury, I need the full power of S.H.I.E.L.D.'s legal team stat! We need to limit how much actual meat you need to legally call something 'meatloaf'. We can save the budget, man!" Coulson said as he caught up to Fury.

"Coulson, we need to talk about priorities."

" _Children._ "

The team looked to see Dr. Doom was on a monitor behind them. " _Let it be known that the eye of the all powerful Doom has fall-!_ " The screen then went to black.

"He really likes to hear himself talk."

They looked to see Naruto had turned the monitor off at the keyboard.

"Are we just going to let him get away with that?!" Nova asked flying off. "To the transport!"

"(Sigh) Go and get him." Naruto said having the others give chase.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781, Chaos-PSD, Arkham Knight22 and Ryan L. Spradling.**

 **If you read this at the top, disregard it.**

 **OK, I had planned for a 3 Ch. update for both this story and Naruto: Earth's Mightiest Ninja as a tribute to Steve Ditko but one beta is really busy at the moment but this Ch was beta'd before so I thought I'd go ahead and update seeing as it'll probably be awhile before the others are ready. I'll still do the 3 Ch update after this though so don't worry about that.**

 **Oh and for using the other shows, I'll wait until season 2 starts as continuity wise that's when the other shows starts. (Avengers Assemble came out with season 2 Episode 10.)**

 **Also slight spoiling on the pairings stop here if you don't want to be spoiled on anything.**

 **SPOLER:**

 **We decided on waiting until season 2 before having the pairings start so sorry if you were looking forward for them to get together soon.**

 **SPOILER OVER:**

 **Also, the poll will end by the multi update coming up for these two Marvel stories.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	4. Chapter IV: Venom

**Disclaimer: I don't own Naruto or The Avengers: Earth's Mightiest Heroes.**

 **A/N: Sorry for the late update, Betas and I have been busy.**

 **OK, here is a 6 Ch. update (3 are for my Earth's Mightiest Heroes as well) as a tribute for Steve Ditko who passed in June. He will be missed. read this one (4) first.**

 **The poll closed with yes to riding on walls winning, for those that wanted no, I'll only do it from time to time.**

 **Beta: Jebest481, Chaos-PSD, Arkham Knight and Ryan L. Spradling.**

* * *

 **Chapter IV: Venom.**

 **Last Time.**

 _"Coulson, we need to talk about priorities."_

 _"Children."_

 _The team looked to see Dr. Doom was on a monitor behind them. "Let it be known that the eye of the all powerful Doom has fall-!" The screen then went to black._

 _"He really likes to hear himself talk."_

 _They looked to see Naruto had turned the monitor off at the keyboard._

 _"Are we just going to let him get away with that?!" Nova asked flying off. "To the transport!"_

 _"(Sigh) Go and get him." Naruto said having the others give chase._

 **Now.**

 _Midtown High._

Naruto was walking to school after talking with Fury about Spider-Man fighting a robotic flying octopus in the subway and had one of the trains hit it as Spider-Man jumped to the ceiling of the tunnel.

 _Ding-Ding!_

The alert tone went off on his phone and picking it up, he saw a video of Spider-Man tearing his pants was going viral. ' _I guess that was from the incident Fury told me about._ ' Naruto thought, seeing the video was in the subway and was timestamped earlier in the morning.

Walking inside, he walked to his locker, and missed Harry walking past him just as the doors to the outside locked to help Peter who hit the door trying to open it.

"You'd forget where you lived if M.J. and Naruto didn't walk home with you."

Closing his locker, he was grabbed by Ava and pulled towards Harry who helped Peter get in. As they walked, Naruto heard Harry talk about him, Peter, and M.J. coming to his house later as his father would be out of town for the weekend.

"Excuse us, but can we borrow Petey for a sec?" Ava asked as they stopped at the two.

"Can it wait?" Peter asked only for Sam to push him down the hall.

"Peter. Talk. Now!"

"What's the deal?" Harry asked the retreating group.

"Photography club meeting." Naruto replied waving his hand. "And Ava's agreed to be my swimsuit model." He finished and received a punch in the shoulder from said girl.

"No I didn't!" She said with a tinge of pink on her cheeks.

"Ooh! Something sexier then?"

 _Unknown Location._

Octavius is researching a blood sample of Spider-Man that his bot got before it was destroyed. He then takes out the deadliest aspects of Spider-Man's D.N.A. and pulls out a large canister that housed Spider-Man's blood and saw it turn into a black liquid that tried to break out.

"It's an abomination! Monstrous!"

" _Did you get the sample?_ " Norman asked coming on a small screen in front of the scientist.

"You have no idea, Mr. Osborn. I've isolated the deadliest aspects of Spider-Man's D.N.A. It's incredible, distilled aggression. Pure venom! You wanted an army? Imagine one covered in living armor that infuse your soldiers with Spider-Man's powers. All I need is a few months."

" _Months?!_ "

"Months. This is practically a new life form. The dangers of rushing-!"

" _Afraid lightning will strike twice?_ " Norman asked impatiently. " _I gave you the facilities, and the body to handle our 'unique' scientific endeavors. Use them._ "

"I will have something for you tonight."

 _Midtown High, Cafeteria._

Later, the team sat eating lunch as they laughed watching the video from earlier.

"I didn't need to see that. How come we heard about this from Fury and not you?" Ava asked as she walked to the side Peter and Naruto was eating on.

"We both just got here." Naruto replied before Peter spoke.

"You guys aren't my mommy and daddy."

"Stand together or fall alone, Pete. That's why we want to talk." Danny said as Naruto rose a hand stopping Peter from talking.

"We need to know each other, Peter. You are on a team now. You want to join the Avengers, right? The Avengers live together, they train together, they eat together. There's not much they don't do together now. Only reason I'm not living in the Tower is because I still go to school and how would I explain that's where I live? And I'm also the only one who still has a secret identity."

"Yeah, you have a job now, Parker. No need to suck up to 'Money-Bags' for cash." Sam said referring to Harry as he was walking past and slammed down his food trey.

Harry walked off having Peter run after him.

"There are many parts between the mind and the mouth. You should try using them sometimes." Danny said as Naruto, who facepalmed at what Sam said looked up at the cosmic hero.

"Sam. As your appointed leader, I've only this word of advice for you; either think before you talk, otherwise shut the hell up. I mean that'd be like me saying the only reason you got that helmet was because your dad got you in the corps and it wasn't you proving you're worthy."

Naruto got up and walked to the door where he saw Mary Jane talking to Peter on how to make it up to Harry and try to get all of them to be friends by inviting the disguised heroes to the movie night as well.

 _Night, Harry's Penthouse._

Naruto and the Team rode up the elevator to Harry's penthouse for the night.

"Think of it as 'Team Bonding'." Peter explained as they got out once reaching the top floor.

"I don't need a new friend." Sam said annoyed.

"Oh yeah, don't be friends with the rich kid." Naruto said as they walked down the hall.

"Aren't you rich?"

Naruto looked to Luke who spoke. "I get 100,000 dollars a month in royalties and whatever I'm able to sell to J.J.J. on the Avengers and myself. And whatever I don't use on bills and groceries I put in the bank." He said as Peter knocked on Harry's door.

Only for Flash to open it showing the entire school was inside with loud music.

Naruto blinked at that. "What the f-!"

"PARTY!"

Flash yelled before they walked inside.

 _Octavius' Laboratory._

"What the hell happened here?" Norman asked as smoke filled the lab while sparks came off exposed wires.

"You wanted a monster, I made you a monster... Or a masterpiece. History will be my judge." Octavius said from the shadows as two of his tentacles went to Osborn before they moved to a tunnel.

"Where is it?" Norman asked about the D.N.A. Otto was working on walking to the tunnel.

"My guess: Back to where it came from."

"Spider-Man." Norman said narrowing his eyes as he looked down the hall.

 _Harry's Penthouse._

"I'm missing homework for this?" Ava asked, hand on her hip as they watched the other teens dance and eat.

"You wanna dance?" Naruto asked Ava as Peter walked up to Mary Jane.

"No." Ava replied before Naruto continued.

"Come on, Ava. You need to loosen up."

"No." Ava said walking to the balcony as Harry walked over.

Naruto followed and saw her looking out at the city as a breeze picked up, blowing her hair, sash and dress.

"What is it, Ava? All I see you do is train, and school work. And when you're not doing them, you talk about doing them. You need to relax or you will snap."

"I can't."

"You can't?" Naruto asked as she turned around.

"You wouldn't understand."

(ROAR!)

Before he could speak, they stopped as they heard something roar.

The duo ran inside to see Peter fall down the stairs leading up to the top. Naruto looked up to see Flash being taken over by the black liquid Octavius made.

He now has spiky hair, a muscular build, and several tentacles out of its back.

(A/N: I'll still call them by their names until Venom gets on Spider-Man.)

"RUN!" He yelled as Flash attacked getting the teens out of the penthouse.

The lights went out as Naruto quickly changed into his costume as Peter did the same while the others ran out to change and protect their identities. Naruto flipped away from a tendril that Flash shot at him as well as Spider-Man who was on the bookcase.

Falling down, Spider-Man landed in a crouch before looking to Flash. "I'll only say this once without laughing: Let the jock go!"

"I don't think it'll listen." Naruto said reaching for his crossbow as he didn't want to take the chance of getting the thing that took Flash over on him.

He quickly loaded in his shock bullets before ducking under a swipe as Nova flew in.

"I think it likes you, Webs."

"Feel free to ask it out, Bucket-Head."

"Guys, body snatching thing in front of us." Naruto said as he aimed his gun at Flash.

Only to jump back from another swipe as Nova used his power on his hands to cut the tendrils. Naruto shot one bullet at Flash having the monster screech before coming off of him and went on to Nova and took him over.

Nova now has a head similar in shape to his helmet and a wide jaw. It has the patterns of the Nova Corps uniform.

"(Sigh) Shit!" Naruto cursed before aiming at Nova.

And was shot at by Nova forcing him and Spider-Man out of the window and stuck to the side of the building.

"OK, not a robot, definitely alive. Attaching itself from host to host... a symbiote!" Spider-Man said as a tendril went to Naruto to attach to him.

Only to reel back as red energy covered the ninja before he shot at Nova who flew to the roof.

"Get it off me!" Nova yelled using his powers to force the Symbiote off of him a little.

The others in costume then ran up from the stairs.

"How do we stop that thing without hurting Nova? Ideas?" White Tiger asked as Naruto reloaded his crossbow.

"It didn't like it when I shocked it. Maybe something like that?" He asked as Power Man ran up to Nova who was struggling to stay in control. "Don't touch it. It'll stick to you!"

"Not if you touch it hard enough!" Power Man then pulled the Symbiote off of Nova only for it t attach itself to him.

The symbiote developed symbiotic-based sunglasses. He has a muscular build, patterns of Power Man's uniform, and grew four tentacles out of its back.

"Shit, scatter!" Naruto yelled as Power Man pounced to them.

"KYA!" Iron Fist yelled as he punched Power Man who dodged out of the way.

White Tiger jumped over, only for a tendril to wrap around her and slam her hard on the roof.

"TIGER!" Naruto yelled before firing a bullet at Power Man as Spider-Man used his taser webs. The Symbiote then came off for a second before reattaching to Power Man.

Power Man threw a large AC unit at Spider-Man who dodged and webbed it just before it landed on Harry and Mary Jane.

"All life is sacred, creature, but what you're doing to wrong. Let Power Man go, before I forget that I'm a pacifist!" Iron Fist yelled as he ran to the possessed hero.

"KYA!" He yelled punching the Symbiote off of Power Man.

He then flipped around the building trying to dodge the Symbiote before it attached to him.

"Iron Fist!"

"I can hear its thoughts. They're, uh... They're... They're confused. Spider-Man, it... It wants you?" He said before it wrapped around his head.

He now has a head similar in shape of Iron Fist's mask and had the patterns and the symbol of Iron Fist's costume.

"Little problem. I'm sort of planning on being me for the rest of my life." Spider-Man said as Iron Fist roared.

Iron Fist attacked Spider-Man as Naruto tried to get a line of sight, only to curse as he would hit Spider-Man.

"How about we compromise? I get my body on weekends and weekdays, you get it when I have to mow the lawn?" Spider-Man said as Naruto held his crossbow at Iron Fist.

Everyone missing both Harry and M.J. climbing up the fire escape to film the fight as Iron Fist punched the Spider themed hero over to the next building and into a Daily Bugle billboard.

"Get out!" Iron Fist yelled punching the roof.

And had the Symbiote fly off of him in a circle. Spider-Man then webbed back over in front of the Symbiote as it appeared in front of White Tiger.

"You want someone to take over? Then take me."

After bonding with Spider-Man, the Symbiote developed the same features of Spider-Man's albeit a pure black costume and a white spider symbol, as well as sharp teeth, a muscular build, four tentacles out of his back.

"I am Venom!"

"It can never be simple." Naruto said before the now named Venom attacked them.

Tiger attacked Venom only to jump back to the top of a stairwell and had an antenna fall on her and pinned her.

"Iron Fist help Tiger. Power Man help me get Venom off of Spider-Man."

"How?"

"Well if it was Spider-Man who it wanted all along, it may not want to bond with you again." Naruto replied as Venom shot a tendril at Iron Fist after he broke the antenna and stuck him to the wall with black slime.

Nova then shot at Venom having him walk over, grab Nova and slammed him down on the roof. Venom then saw Harry and M.J at the edge of the roof and walked over. Spider-Man, seeing his friends in danger started fighting Venom before shooting webs on two metal walls and used his taser webs as Naruto used his shock bullets.

"I can't hold on!"

Harry shouted as the fight knocked him off the fire escape and grabbed on the railing.

He slipped as Mary Jane grabbed him by the shirt and pulled him back up.

"Ow, I think you pulled out my only chest hair."

"Sorry."

Venom screeched loudly as electricity went through him as Naruto shot two more bullets at him before disintegrating.

White Tiger and Power Man pulled Iron Fist off of the wall, tearing his costume off leaving him in matching underwear.

"It's a monk thing."

"You seen my friend Peter?"

They looked to see Harry and Mary Jane jumped up on the roof and to them.

"Shrimpy kid?" Power Man asked crossing his arms.

"Spaghetti arms?" Nova followed after Power Man.

"Three Dollar haircut?" Iron Fist asked, fists on his waist.

"Only a 98 average?" White Tiger asked with a shrug, having the others look to her. "What? Not a jokey insult?"

"Only if we knew him." Naruto whispered to her.

"Where's Naruto?" Mary Jane asked as a clone of Naruto walked out behind the stairwell, digital camera in his hands.

"Right here. Peter got out after you did."

Suddenly Norman and several police officers ran out of the stairwell.

"You destroyed it?!" He asked, anger in his voice. "Thank goodness. Get the heroes some help." He said walking to his son to make sure he was alright.

Later, Naruto, Harry, Mary Jane and Peter was cleaning the penthouse before M.J. pulled Naruto to the kitchen to leave Harry and Peter to talk.

"Hey, why do I gotta go?"

"They need a moment."

They went to the kitchen as Harry and Peter talked before Harry picked up a bottle and placed it on the piano, hiding it from Peter who turned his back to pick up a mop. Suddenly, a small piece of Venom moved in the bottle before hissing.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest481, Chaos-PSD, Arkham Knight nd Ryan L Spradling.**

 **Sorry for the late update, Betas and I have been busy.**

 **OK, here is a 6 Ch. update (3 are for my Earth Mightiest Heroes story) as a tribute for Steve Ditko who passed in June. He will be missed.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	5. Chapter V: Flight Of The Iron Spider

**Disclaimer: I don't own Naruto or The Avengers: Earth's Mightiest Heroes.**

 **A/N: Sorry for the late update, Betas and I have been busy.**

 **OK, here is a 6 Ch. update (3 are for my Earth's Mightiest Heroes as well) as a tribute for Steve Ditko who passed in June. He will be missed. Read Ch. 5 first.**

 **The poll closed with yes to riding on walls winning, to those that wanted no to win, I'll only do it from time to time.**

 **Beta: Jebest481, Chaos-PSD, Arkham Knight and Ryan L. Spradling.**

* * *

 **Chapter V: Flight Of The Iron Spider.**

 **Last Time.**

 _"Where's Naruto?" Mary Jane asked as a clone of Naruto walked out behind the stairwell, digital camera in his hands._

 _"Right here. Peter got out after you did."_

 _Suddenly Norman and several police officers ran out of the stairwell._

 _"You destroyed it?!" He asked, anger in his voice. "Thank goodness. Get the heroes some help." He said walking to his son to make sure he was alright._

 _Later, Naruto, Harry, Mary Jane and Peter was cleaning the penthouse before M.J. pulled Naruto to the kitchen to leave Harry and Peter to talk._

 _"Hey, why do I gotta go?"_

 _"They need a moment."_

 _They went to the kitchen as Harry and Peter talked before Harry picked up a bottle and placed it on the piano, hiding it from Peter who turned his back to pick up a mop. Suddenly, a small piece of Venom moved in the bottle before hissing._

 **Now.**

 _New York, Night._

Shinobi sped down the busy streets to catch up to Spider-Man who was fighting a villain of Iron Man's called the Living Laser. Naruto saw Spider-Man swing to a building as a green light hit him, tearing his suit in several places.

He then looked to see the Living Laser, a man who is glowing green. His costume has V-shaped marks as eyebrows and a large one on the chest.

Naruto hit the brakes and slid sideways to stop as the Team was just in front of him and Power Man caught Spider-Man who fell as Laser hit him while on top of a building.

"Maybe we can take this thing out without tearing up the city?" White Tiger asked as Naruto stopped by them.

"I'm trying to think of a way to capture a guy made of living protons!"

The Living Laser then dropped down to them, and starts to grow large and is incapacitated by an unknown blast just as he was about to attack.

"AAH!"

He screamed as he was blasted and torn apart, the lights going out and buildings shining green for a moment in a 2 mile radius.

"What just happened?" Spider-Man asked as he crouched on a light pole.

Naruto stared up at the sky as he saw something flying down fast creating shock waves before coming into view.

"Tony came to help."

He saw a man in a highly sophisticated armor that is painted in red and gold colors.

This is Anthony 'Tony' Stark AKA Iron Man, a brilliant inventor, one of the founding members of the Avengers, and successful CEO of Stark Industries. He is also the current leader of the Avengers.

Later, Iron Man, who was talking with Naruto and Fury, had his face plate lifted up showing he has black hair, brown eyes, and a mustache goatee combo.

Naruto crossed his arms as Tony was just explaining his date with a model from the previous night before seeing his team staring at them. Adding chakra to his ears, Naruto listen to their conversation.

"Look at him over there. Y-You know he built that armor himself? Like in a cave with a paperclip and cans." Spider-Man said as he stood in front of the group. "Big time genius."

"Somebody's got a man crush." Nova said as Spider-Man leaned to the lone female of the team.

"What do you think they're talking about?"

"Probably some security issue."

"And the night before it was February's cover of Model's Monthly." Naruto focused on Tony and Fury again as Fury narrowed his eye at the billionaire.

"You done bragging about your social life, Stark? The Living Laser is one of your sparring partners, and my Team found him first."

"Shinobi is an Avenger, so technically… Look I gotta be somewhere so can we…?"

"I bet you do, Mr. 'Celebrity Super Hero'."

"Hey, he saw me and ran. And when he shows his shiny face again. I'll build something that'll find, and contain him." Tony said before Spider-Man, who walked up to the trio spoke.

"You can trace the photon pattern. That's gotta be specific to him, right? Unique in the spectrum?"

"Smart kid, lousy fashion sense. I bet with a little guidance-!" Tony then stopped as Fury spoke up.

"Not gonna happen, Stark. I don't need you and your cowboy ways influencing him. Two Tony Stark's are enough."

"Hey! I flirt. He's just looking for a one night stand!" Naruto spoke up at the jab at him.

The team walked up to Spider-Man who was still in a daze and work him up before Tony spoke.

"Hey kid, I like your style, wardrobe notwithstanding. If you're not doing anything Saturday, stop by the plant. Maybe I can help you out." He finished before he flew off, face plate going back in place.

"Get your butts back to HQ. And you, I don't want you near him." Fury said the last part to Spider-Man as Naruto got on his bike and looked at White Tiger.

"Want a lift?"

She shrugged and got on the back before wrapping her arms around Naruto's waist as he sped off.

 _Heli-Carrier, Saturday Morning._

The team stood in front of a shirtless Naruto who was wrapping black hand tape around his right hand.

"Are we waiting?" Power Man asked as Naruto looked up to him before Nova spoke.

"For Bug Boy? Why?"

"Patience is a virtue." Iron Fist said as White Tiger got in a stance.

"So is punctuality. Spider-Man's late, we train without him."

"He's probably just visiting Tony." Naruto said before bringing his hands up.

Nova flew towards the ninja who grabbed him, and spun around to throw him back at the team before leaning back from a strike by White Tiger. As she was leaning forward, Naruto pushed her down before dodging Iron Fist's punch. He grabbed the monk's elbow and pulled his arm straight before kicking Iron Fist's leg to have him fall on his back.

Naruto then ducked under Power Man's attack before sliding underneath him and then punched Power Man's knees forcing the hero to fall on them before bringing his knee to hit Power Man in the back of the head. He then jumped over Nova who crashed into the others before Naruto landed in a crouch.

 _BOOM!_

Before anything could be said, an explosion hit the ceiling as a shadow flew in, revealing Spider-Man in armor.

The Armor has an arachnid-based design and is the same color as Iron Man's armor. Just like the silhouette on Spider-Man's costume, it's the same design, but it is larger and gold in color. Most of the armor is red, with the golden parts being on his back, wrists, ankles and his polaroids and two repulsor blasts on his palms.

(A/N: I'll still call him Spider-Man instead of Iron Spider.)

Spider-Man then lost control and flew around the room, three spider legs coming out of his back as he bounced off the walls.

 _A Week Later, Heli-Carrier._

The team without their masks and helmets on sat in the meeting room as Peter, still in his armor, stood in front of them. It's been a week since Tony built the suit for Peter and since then he has either been hurting the team dynamics, or destroyed the city more than the villains they faced.

"Why are you guys so upset? The Iron Spider armor rocks! Remember Wednesday?"

"Yeah, you blasted all of us as well as Blizzard." Naruto commented from the other end of the table.

Peter ignored him as he danced in place. "Don't think of it as the answer to my problems, think of it as the answer to all of our problems! Thursday?"

"Again, your suit was fireproof against Firebrand, but the fire got on the money we were trying to save!" The ninja again stated from his spot.

Spider-Man's helmet came up around his head as he ignored Naruto once again. "I mean come on, I got my own repulsor blasts! Yesterday?"

"You caused a 5 car pile up trying to use them."

Later, the team minus Spider-Man was complaining to Fury about Spider-Man before an alert came up with Laser's picture.

"OK team, suit up." Naruto said putting his mask on.

"What about Spider-Man?" Ava asked doing the same.

"He's been benched."

 _New York City, Night._

The Team had Living Laser in an alleyway before Spider-Man flew down to them.

"And what are you supposed to be?" Laser asked Spider-Man who struggled for a moment before landing.

"Are you serious? I'm your friendly neighborhood Iron Spider."

"Didn't you learn anything the last time?! You can't stop me!"

"Maybe they can't, but I got Stark Tech. In this armor that tells me where you are going to be." Spider-Man explained hitting a button on his wrist. And had his metal legs come out of his back.

"You might want to sit this one out. Until you get a learner's permit for that thing?" Power Man said as Spider-Man looked back at him

"Jealous?"

"More like afraid for my life." Power Man replied before Spider-Man was hit by the Living Laser and was sent flying to the other side of the street.

Spider-Man got up, and flew up to a billboard and crashed back on the ground with the billboard as Nova was hit to him as well. Living Laser then disappeared as Spider-Man got up showing a tear in his shoulder that glowed green for a second.

"That went well!" Spider-Man said as he dusted himself off.

"Face it, Stark Junior: In THAT suit, you stink." Nova said as White Tiger walked towards them.

"You can't control it. Clearly, it sustained some damage."

"You kiddin' me? He never laid a glove on me."

"He didn't have to. You're your own worst enemy in that thing." White Tiger replied as the others walked up to them.

"You guys just don't get it, do you? Tony Stark built this for ME!"

"Yeah, well, ya sure picked him over us in a hurry, didn't ya?! Hey, why not be his sidekick from now on and quit messin' with our gig." Nova said as they turn to leave. "We don't need you!"

"You're serious?"

"Seems that way." Power Man said as Naruto walked up to Spider-Man.

"Listen, until you decide against using that suit, or get it under control, you're off the team."'

"Seriously?!"

"Look, you scientists rely too much on this." Naruto said tapping Spider-Man's forehead. "And not enough on this." He finished tapping Spider-Man in the middle of the chest.

"You know, Stark became who he is because he followed his own path. Are you sure you're following yours?" Iron Fist said as they left.

"Where'd ya get that from, a fortune cookie?" Spider-Man asked before glowing green and took off in the air.

 _Later, Heli-Carrier._

The Team without their masks and helmet walked down the corridor to the meeting room. They just learned that Spider-Man was controlled by Living Laser and attacked Iron Man. And that the Living Laser threatened Iron Man that he will fry the suit of Spider-Man, if he doesn't shut off his security to his suit.

And Iron Man sacrifices himself and lets himself be taken over by Living Laser, to save Spider-Man's life. They walked in and saw Spider-Man repairing and improves his armor. He tells them that Living Laser is in control of Stark Industries and he wants to solve this alone.

"We're in this together, always were." Luke said as Ava spoke up hands on her hips.

"Even when you were a major screw up, which is often. We'd never let you fly solo on this."

"So let's get going before Fury finds out." Naruto finished putting on his mask.

"And forget the armor, you were better off without it." Tiger said as the team finished putting their masks on.

"Hold on." Fist said raising his hand. "Let's all dig deep and find a little optimism here. It's not going to be like before, is it?" He asked Peter who shook his head.

"Oh, don't worry, it's not going to be _anything_ like before. I'm on my path now."

 _Stark Industries._

In Stark Industries, the Living Laser is trying to steal the designs of everything to sell, but gets interrupted by Shinobi and his team busting through the wall.

"HE-AH!"

"Knock, knock!"

"Think you have what it takes to take on Iron Man?" Laser asked revealing Tony was knocked out in his suit. "Would you kill Stark to do it?"

"We don't have to kill him to do it." Naruto said as Spider-Man dropped down.

Laser then attacked with green blasts as the team attacked but was overpowered by the suit.

While fighting, Spider-Man scanned Iron man before finding a defibrillator that shocked the billionaire up.

"Tony, restart now!" Naruto yelled having him do that and force the Laser out.

Spider-Man tells Iron Man his plan to seal Living Laser in the molecular disruption chamber Tony showed Spider-Man when he visited last week. Iron Man distracts Living Laser by flying away as Spider-Man and the others run to the molecular disruption chamber.

" _You there kiddo?_ " Iron Man asked over the coms.

"Yeah, we're here. He's heading for the thing and he's right on your tail.

"The thing?" Nova asked Spider-Man

"Yeah t-the thing, it does the.. Thing!"

"Oh, the thing. For a second there I thought you weren't making sense." Naruto said with a deadpan.

Iron Man lead Living Laser to the chamber, having Spider-Man activated and transported Living Laser to another dimension.

"It disrupted his basic futonic structure, expanding it across several dimensions to a point where he can no longer control his physical form." Spider-Man said as Iron Man landed.

"Pretty cool, huh?"

"So where do you think he ended up?" Nova asked having Spider-Man and Iron Man shrug.

"I dunno/I dunno."

"So I see you took some liberties with the suit I gave you." Iron Man said as his face plate folded up.

"This thing had problems." Spider-Man replied as his face plate opened up. "I had to pop the hood." He said as Tony raised an eyebrow. "Y-You know, no offense."

 _Later, Heli-Carrier._

"I'm sorry, are we all good?" Peter asked in his old costume without his mask.

The team sat with him in the mission room, also without their masks/helmet.

"I'm just making sure."

"That's your idea of an apology?!" Ava asked from her seat.

"I'm sorry." Peter said before sliding to Danny in his seat. "Hey Danny, you were right. I'm better off being myself then someone else."

"Where did you come up with that? A fortune cookie?" Danny asked as Fury walked inside.

"Alright, alright. Get out of here before I remember that you weren't authorized to even think about going to Stark's factory." He said having everyone but Peter leave.

A few minutes after they left, Naruto heard a crash from the room as Fury walked out. "Guess he let Peter keep the suit."

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest481, Chaos-PSD, Arkham Knight nd Ryan L Spradling.**

 **Sorry for the late update, Betas and I have been busy.**

 **OK, here is a 6 Ch. update (3 are for my Earth Mightiest Heroes story) as a tribute for Steve Ditko who passed in June. He will be missed.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	6. Chapter VI: Why I Hate Gym

**Disclaimer: I don't own Naruto or The Avengers: Earth's Mightiest Heroes.**

 **A/N: Sorry for the late update, Betas and I have been busy.**

 **OK, here is a 6 Ch. update (3 are for my Earth's Mightiest Heroes as well) as a tribute for Steve Ditko who passed in June. He will be missed. Read Ch. 4 first.**

 **The poll closed with yes to riding on walls winning, for those that wanted no, I'll only do it from time to time.**

 **Beta: Jebest481, Chaos-PSD, Arkham Knight and Ryan L. Spradling.**

* * *

 **Chapter VI: Why I Hate Gym.**

 **Last Time.**

 _"So I see you took some liberties with the suit I gave you." Iron Man said as his face plate folded up._

 _"This thing had problems." Spider-Man replied as his face plate opened up. "I had to pop the hood." He said as Tony raised an eyebrow. "Y-You know, no offense."_

 _Later, Heli-Carrier._

 _"I'm sorry, are we all good?" Peter asked in his old costume without his mask._

 _The team sat with him in the mission room, also without their masks/helmet._

 _"I'm just making sure."_

 _"That's your idea of an apology?!" Ava asked from her seat._

 _"I'm sorry." Peter said before sliding to Danny in his seat. "Hey Danny, you were right. I'm better off being myself then someone else."_

 _"Where did you come up with that? A fortune cookie?" Danny asked as Fury walked inside._

 _"Alright, alright. Get out of here before I remember that you weren't authorized to even think about going to Stark's factory." He said having everyone but Peter leave._

 _A few minutes after they left, Naruto heard a crash from the room as Fury walked out. "Guess he let Peter keep the suit."_

 **Now.**

 _New York, Night._

Shinobi, riding his bike on a rooftop, hit the thruster on his motorcycle and jumped over a ledge to another building before sliding to a stop to see a man jump up and over the ledge as Spider-Man followed on his bike, running it up the wall.

The man has a black thin mustache and a pointy beard on his chin. he wears a special purple and yellow suit, with mechanical leaping legs.

This is Batroc the Leaper, an enemy of Spider-Man.

Spider-Man webbed Batroc's leg before he slid under a billboard having Spider-Man slam into it.

"Oh ho! The bug went splat!" Batroc said in a French accent as he slid back around. And was punched by Naruto, knocking him out.

"I didn't even get a chance to use my new electric claws!"

Naruto looked over his shoulder to see White Tiger was behind him, gloves sparking.

"There'll be other chances. Come on, Fury wants to speak with you all." He finished before all three left, missing security camera's following them. Tiger complaining about Spider-Man not training as often as they do along the way.

 _Otto Octavius' Laboratory._

"My employer will pay handsomely for the capture of Spider-Man, Taskmaster." Octavius said to a man as they watched the footage of the fight with Batroc.

Taskmaster has a muscular build, and wearing a skeleton mask with yellow eyes. He's wearing a black suit, with white gloves, boots and a white cape with a hood. He also has several belts on him to carry his equipment.

"A guy with four arms should be able to grab one bug by himself, Octavius." Taskmaster replied watching the fight as he placed his hand on the screen.

"Yeah, I don't get out much."

"His moves I can master, my powers can cover that. But the tech makes it trickier, no wonder your employer is eager."

Taskmaster suddenly back flipped and landed like Spider-Man before standing. "High school, huh? Can't wait. I'm great with kids."

 _Midtown High, Next Morning._

Naruto and the school were in the cafeteria with Coulson explaining that the gym teacher had an accident the previous night and the citywide athletic achievement contest. As he was explaining, Peter walked in and up to him and Ava.

"What did I miss?"

"Lax training, late for school. Good show, Parker." Ava said resting her head on her hand.

Peter left to talk with Harry and Mary Jane before Flash pushes him off his seat and Coulson spoke up to get their attention.

"Mr. Yeager will be your substitute until further notice."

Mr. Yeager is a Latino man with brown hair and is wearing gym clothes, which consists of a sweatshirt, short black pants, black shoes and a white sweat headband and armband.

"I look forward to the challenge."

Naruto narrowed his eyes, getting a weird feeling from the man.

Later, most of the school were now in the gym and in their gym clothes waiting on Mr. Yeager before Naruto caught a dodge ball that was going to hit Peter in the head. He then threw it at Flash's group, hitting each one with the same ball as it bounced off one teen to the other.

Mr. Yeager walked in having some of the teens look to him before lining up, Ava and M.J. being the only girls in the group.

"Why are you two the only girls here? Not that I'm complaining or anything. Just seems weird that it's only you two." Naruto said having the two lone females shrug.

"I'm looking for finalists for the citywide athletic achievement contest. I wanna see everything you've got in this obstacle course. Push yourselves to the limit. Don't give me less than 110%." Yeager said as he looked to the obstacle course he set up.

It starts with a climbing wall, tire field, a pool to swing over, balance beam and finally a hanging tire to jump through at the end.

"You could learn something from him." Ava said to Peter.

"How to creep people out?"

"Mr. Thomson, you're up!" Yeager said having the jock.

Flash ran and climbed up the wall, ran through the tires, and swung over the pool, one foot landing in the water on the other side. He went over the balance beam before diving through the tire and slid to Yeager.

He called on each student who did very well, good, or stumbled before leaving Naruto and Peter last.

"Mr. Uzumaki, you're up."

Naruto shrugged before running to the wall, jumped up to grab the top and pulled himself up to jump off and quickly ran through the tires, and then jumped over the pool before landing in a roll. He then dashed on the balance beam and jumped through the tire.

' _Impressive, too bad he's been seen with both of them._ ' Yeager thought as Ava and M.J. walked to the blonde teen.

"How'd you do that?" The redhead asked Naruto who shrugged.

"I've been taking free running classes."

Naruto then saw Peter pretending not to make it up the wall before Yeager called it a day having Danny, Harry and Flash make the finals and to come back on Saturday for training.

"Why am I not a finalist?! Because I'm a girl?" Ava asked the team minus Sam who shrugged.

"Are you complaining you're not going to school on the weekend?" Peter asked as all but him and Naruto left.

"Hey, Naruto should have at least been one! He had the best run!" Ava said as Yeager started to exercise.

"Doesn't that Yeager freak you out?" Peter asked pointing to the substitute.

"I work with two guys who stick to walls. No one freaks me out." Ava replied as they left.

 _Queens; Naruto's House Saturday, Noon._

 _Ring! Ring!_

Naruto, who was sleeping in groaned as his phone woke him up before picking it up from his nightstand. "What?"

" _Naruto, have you heard from Harry, or Danny?_ " Ava spoke up as Naruto moved to lay on his back.

"No, should I?"

" _It's noon, and no one's come out yet. You still asleep? I thought Peter would be doing that._ "

"Helped Widow out last night. She's been calling on me for stealth missions instead of Hawkeye. Look they're probably still training." Naruto said rubbing his eyes with his free hand.

" _Well, the fence is electrified._ "

"Maybe Fury and Coul… Wait, what? OK, call Peter. Sam and Luke are away on the Heli-Carrier so they're too far away. I'll meet you there."

Naruto got out of bed and quickly put his costume on before running out to the hall and ran down the steps.

( _Jingle!_ )

Naruto stopped hearing keys jingle. Looking to the kitchen, he saw a woman holding his keys off her finger.

She is a tall Caucasian woman with flowing long red hair reaching her mid-back, hazel colored eyes, ripped broad shoulders and long muscular yet shapely legs. She has a very voluptuous yet muscular body. She is wearing very form-fitting blue jumpsuit which highlights and accentuates her well-toned form that is lined with yellow trim around the color and down the front to the pelvic area.

Combined with this attire, she is wearing a utility belt that's black and yellow trimmed with a Black Widow hourglass on the front one. And a pair of yellow gauntlets on each wrist.

This is Black Widow, a S.H.I.E.L.D. special agent and a member of the Avengers.

"Hey Natasha, can't talk now. Something's going on down at the school!" Naruto said running over, grabbed the keys and ran out of door.

Widow shrugged before reaching in the fridge and took a bottle of water before leaving.

 _Midtown High._

Ava hung up the phone and jumped as Shinobi was beside her.

"Yeah. I'm that good." Naruto said as Spider-Man dropped down.

Ava went in the alley across the street and quickly changed into her costume before they jumped over the fence.

"Something's up. We should call Coulson." White Tiger said bringing her watch up.

"Hold on, this could just be a glitch." Spider-Man stopping the feline themed heroine.

They then walked inside revealing the door was unlocked.

"I mean why electrify the fence but leave the door unlocked?"

The heroes then slowly walked around to stake the school before seeing puddles of water on the floor leading to a hall on their left.

"Hello! Is anyone there?!"

They dashed to see Stan was pinned to the wall by a claw.

"Hold on."

Spider-Man and Naruto went and helped by pulling the claw off the janitor before he fell through a trapdoor that closed. The trio continued down several halls before White Tiger brought her hand to her left ear.

"I'm calling Coulson."

"No need. He's here." Spider-Man said looking into his office.

"Here? On a Saturday?" Tiger asked as Naruto opened the door.

And fell to his knees. "I'm blind!"

White Tiger dashed over, and deadpanned. Reason being Coulson was hanging upside down in his underwear over a vat of acid.

"Oh, all the pretty ladies I won't get to see. And I'm going to have to ask Matt how to get around."

"The whole school's rigged. Taskmaster corrupted the school's security measures." Coulson said as White Tiger raised an eyebrow.

"Who?"

"An assassin who used to work for S.H.I.E.L.D., he has a photographic memory and can copy your fighting style just by watching you." Naruto explained standing up.

"We need to contact Fury!" Tiger said before Coulson spoke up again.

"Can't. Taskmaster has scrambled the signal. Shouldn't have come to school today."

"Told ya." Spider-Man said to White Tiger who glared at him.

Naruto blinked as he thought he heard a tiger growling.

"AAH!"

They heard Harry scream before dashing down the hall. They then dodged traps that were set off before running a door to see Harry and Flash running away without Danny before Taskmaster dropped in front of the running teens.

"Which one of you are going to change into Spider-Man before you get hurt?"

The two turned to run, only for Harry to get caught in a net as Flash ran away and hid. Taskmaster pulled out a broadsword as he walked after Flash.

"Flash is in your locker, what's the plan?" White Tiger asked Spider-Man as Naruto snuck over and cuts Harry down.

"Get out of here, now."

"He wants me? He gets me." Spider-Man said swinging towards Taskmaster.

The two heroes then followed after and saw Taskmaster fighting Spider-Man with his own moves before Tiger ran towards them.

"Tiger wait!" Naruto yelled as White Tiger knocked Taskmaster's mask off, and revealed Yeager.

"Coach Yeager? So that test was only about finding Spider-Man? Now I don't feel so bad for getting cut." White Tiger said before attacking Taskmaster who copied her moves and then punched her down the stairwell.

Spider-Man kicked Taskmaster towards Naruto who punched the assassin down to the end of the hall. Naruto saw the two members of his team at the bottom of the stairs before hopping over the destroyed railing and landed on the bottom. They walked out while coming up with a plan to take the assassin out.

"I got a plan." Naruto said getting the two to look at him. "Spider-Man, get your extra mask."

Figuring out Naruto's plan, Spider-Man then went to get his mask as Naruto explained it to White Tiger. After getting back, Spider-Man gave his mask to Tiger before they lured Taskmaster into the gym with the obstacle course still set up.

"Welcome!" Naruto said before turning the lights off. His goggles then glowed lightly having night vision turn on before yelling. "Night vision, now!"

"I make this Spider Night Vision look good!" Tiger said turning on hers before dropping down and attacked Taskmaster.

Naruto and Spider-Man then attacked with a punch each, knocking Taskmaster off his feet. He then got up to taunt them. "I know all of your moves! No way you can beat me!" He said as White Tiger stopped in front of them.

And webbed him as Spider-Man's hands sparked and hit Taskmaster with Tiger's electric claws. "You would if we were still fighting the same way!"

Naruto then kicked him to the wall climbing board. "You just did me a favor. I have a photographic memory. I know this place like the back of my hand! I can move in here as well if the lights were on!" Taskmaster said before jumping up to the top of the wall and jumped for the gymnastic rings.

And fell as Tiger pulled them up. "You would if everything was still in place!"

Naruto then created several clones that throws the tires to Taskmaster before bringing them down around the assassin. Naruto then threw him in the air having Spider-Man sliced the tires off before Naruto hit him to the bleachers. White Tiger then dropped down and webbed him to the bottom rows.

"I see why you like these. This is fun!" Tiger said as the lights came back on.

"If you don't come with me, I'll expose you as Flash Thompson, to the entire world!" Taskmaster said as Flash and Harry walked in.

"Which Flash Thomson? That one?"

"Yeah, loser! He can't get out can he?" Flash asked as they stopped by the group.

"The name is Spider-Man, Taskmaster. Not Spider-Teen." Spider-Man said as Naruto leaned down to the assassin.

"Spread the word. This school as well as the city are under Avengers protection."

"Yeah, you just got schooled!" Flash said before Spider-Man looked to the jock.

"Not helping."

Taskmaster then hit a smoke bomb and disappeared leaving a mask of Yeager's face revealing he didn't use his real one for the disguise.

(Cough! Cough! Cough! Cough! Cough!)

"Think he'll be back?" Tiger asked taking off Spider-Man's mask showing hers underneath.

"He's smart. He won't come back with the entirety of the Avengers now watching the place." Naruto replied before they left to see reporters and police were waiting outside.

 _Octavius' Laboratory._

"The school's a dead end. Trust me, you want the Spider, you'll have to make him come to you." Taskmaster said walking in without his cape getting the scientist to throw a fit and start destroying everything in sight.

"That's right, throw your tantrum and look somewhere else for Spider-Man." Taskmaster said to himself as he saw a spider walking on the floor. "Cuz now I know where he hangs out..." He trailed off before stepping on the spider. "That bug is mine."

 _Midtown High._

Shinobi was answering questions from the reporters as Peter, Ava and Danny were talking with Coulson.

"Taskmaster never even considered Peter Parker was Spider-Man. Your creativity is just as strategic as my training… More even." Ava said to Peter.

"Really?"

"Going solo paid off, OK."

"There's still one thing I don't get at all." Peter said before looking to Coulson. "Brief's, really?"

"I swim." Coulson said, hands behind his back.

"Leave the man's underwear alone, Pete. Or he'll get _short_ with you." Ava said getting the others to chuckle as Coulson left.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest481, Chaos-PSD, Arkham Knight nd Ryan L Spradling.**

 **Sorry for the late update, Betas and I have been busy.**

 **OK, here is a 6 Ch. update (3 are for my Earth Mightiest Heroes story) as a tribute for Steve Ditko who passed in June. He will be missed.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	7. Chapter VII: Exclusive

**Disclaimer: I don't own Naruto or Ultimate Spider-Man.**

 **A/N: Here's a 6 Ch. Update as a tribute to Stan Lee who passed on November 12. Rest In Peace.**

 **Beta: Jebest4781, Chaos-PSD, Arkham Knight22, and Ryan L. Spradling.**

* * *

 **Chapter VII: Exclusive.**

 **Last Time.**

 _Midtown High._

 _Shinobi was answering questions from the reporters as Peter, Ava and Danny were talking with Coulson._

 _"Taskmaster never even considered Peter Parker was Spider-Man. Your creativity is just as strategic as my training… More even." Ava said to Peter._

 _"Really?"_

 _"Going solo paid off, OK."_

 _"There's still one thing I don't get at all," Peter said before looking to Coulson. "Brief's, really?"_

 _"I swim," Coulson said, hands behind his back._

 _"Leave the man's underwear alone, Pete. Or he'll get short with you." Ava said getting the others to chuckle as Coulson left._

 **Now.**

 _Midtown High, Noon._

Naruto ate his lunch before hearing M.J. speak.

"The exclusive interview is conducted for the Daily Bugle Communications by rookie reporter Mary Jane Watson… Mary Jane… By Mary Watson… By Jane Watson… By M.J Wa… I think I'll just stick with Mary Jane Watson."

Looking up, Naruto saw the redhead turn a digital camera towards them excited to get an interview with his and Peter's alter egos for a contest for the Daily Bugle.

"So what do the men of the street think?"

"About what? That you're interviewing Spider-Man and Shinobi? I mean I did see you talk to Shinobi about it earlier today." Naruto said looking at the 'meat' the school gave them for lunch. "You should get him to investigate whatever the hell they're giving us for food. I think it's old gym mats."

 _After School, Rooftop._

"So, how long have you wanted to be a reporter?" Spider-Man asked holding M.J.'s camera and filmed her.

"Uh, forever. But why am I answering your questions? You're the ones who agreed to be interviewed." Mary Jane answered taking her camera back and pointed it at the Avenger and Avenger-in-training. "My audience wants to know, why now, why me?"

"We trust you won't hide the truth. I know Triple J sometimes just slaps whatever headline that sells and only retracts it when he has no other choice when the police or something shows him that what he's printed is false." Naruto said as Spider-Man looked at the future reporter.

"And it's important to know the top media, movers, and shakers… Speaking of which." He said before grabbing Mary Jane, shot out a web and swung to the next building.

"AAH!"

Naruto ran after them and jumped across.

"That was… Amazing! It was like-"

"Flying?" Spider-Man said interrupted what Mary Jane was going to say.

"Your voices sound familiar, do I know you two?"

"Nope, we just have those voices. I know a few people who sound like an actor." Naruto replied as M.J. turned to him

"Not much of a story if you won't answer my questions."

"We'll answer everything, except questions about our personal lives. Unlike the other Avengers, not everyone we know is another hero. We don't want them to be in danger all the time because the bad guys want to get to us." Naruto replied before J. Jonah Jameson appeared on a video billboard behind the heroes.

" _And that's why I'm turning my airways over to you Manhattan! You find the proof, you bring me the video that'll lock this spider threat once and for all! You are the news!_ "

"Three words: Nose hair trimmers," Spider-Man said before Naruto suddenly looked over his shoulder and saw smoke coming up into the air just as a shadow bounds off the rooftops.

"Shit! Look out!"

The others looked to see a large shadow land on the roof beside them, break it off and lands on the street below them.

Looking down, they saw a tall, very muscular man with green skin wearing nothing but torn short purple pants. He has green eyes and dark green, almost black hair.

This is the Hulk, A.K.A. Robert 'Bruce' Banner, a gamma-powered superhero and member of the Avengers.

"HULK SMASH!"

Naruto saw policemen surround the Avenger before picking M.J. up and dropped down on the sidewalk.

"Stay out of range."

Naruto ran in front of the Hulk and looked at the police. "Stand down. I'll handle this."

Naruto looked at the Hulk before speaking. "Hulk. It's ninja-man. What's wrong?"

"Hulk smashing energy man!"

"Energy ma-!" Naruto stopped as Spider-Man slingshots a car at the muscle of the Avengers.

Naruto's shoulder slumped as Hulk walked over to the arachnid-themed hero and Mary Jane who was filming him and picked Spider-Man up very easily.

"Hulk not fighting bug-man. Bug-man better get out of Hulk's way!"

"'Bug-man?' Now that's just insulting! Spiders are not bugs!" He yelled as Hulk looked to M.J.

"Hulk no like paparazzi!"

He then threw Spider-Man away, knocking the camera out of M.J.'s hand several feet before throwing objects at buildings that disappeared right before hitting the wall.

Naruto landed beside the two and sighed. "I had that all under control but nooo you had to make him mad."

"He's the one attacking the city!" Spider-Man yelled getting up.

"Not without a reason, I know it doesn't look like it, but underneath all that brawn is a genius scientist. He said something about an Energy Man." Naruto said as Mary Jane continued filming them, battery showing ' _90%_ '.

"Show us the footage M.J.," Naruto said looking at the screen.

Mary Jane rewound to show the cars disappearing in an electric field before hitting the night vision. "I've got an idea. Night vision."

"OK, we got that," Naruto said nodding his head quickly having his lens glow green.

Looking down they saw a humanoid looking man slightly shorter than the Hulk made of pure electricity fighting against the Hulk.

This is Zzzax a being made of pure electricity.

"That's Zzzax, one of-Crap look out!" Naruto pushed the two out of the way as Zzzax threw a police car at them.

Spider-Man grabbed M.J and swung away as Naruto ran along the buildings.

"This is Mary Jane Watson reporting, a massive energy creature is attacking New York, our only hope is the Hulk, Shinobi and Spider-Man!" M.J. said looking into her camera.

Naruto went to calm the police in the area and had some trouble with some who were J. Jonah supporters before bringing up that he's good friends with the commissioner as M.J. turned the camera to herself as debris flew past her.

"As you can plainly see, the streets of Midtown are in chaos. And while I'm not cool with that, we're staying live. I appear to be the only reporter on sight possibly the only one dumb enough to be here!" She said ducking under a car flying by. "Near inches from the confrontation that can only be described as... Incredible!"

She saw Hulk punch the air and get electrocuted.

"Why energy man here?!" He asked as a billboard lost power as Zzzax grew large and became visible to everyone. "Hulk hate getting zapped! Stop or Hulk make you stop!"

Zzzax then attacked Mary Jane getting the two heroes to grab her and jump up to a building.

"We need help," M.J. said getting Spider-Man to look to her.

"Help? Me? I'm Spider-Man! Just a minute." He said before turning around and turned on his communicator. "Director Fury, it's Spider-Man. We need help. Send S.H.I.E.L.D. back-up."

" _Nice to hear you admit it. But we've got all hands against a destroyer-class threat in Jersey._ "

"You can't just let Jersey go?" Spider-Man joked before Naruto spoke.

"Fury, it's Zzzax. He's attacking New York City."

" _Wrapping up and heading over._ "

Naruto and Spider-Man dropped to help the Hulk get Zzzax out of the city before Spider-Man convinced he's a friend by throwing a dumpster against a building before running to attack the electric being and kept Mary Jane out of harm's way.

"No, my camera!" She yelled out before Naruto caught it as they went to another building.

Naruto handed Mary Jane her camera before she looked past them. "Water!"

Looking back Naruto saw a water tower before looking to Spider-Man. "Water would hurt him."

Spider-Man then shot both his webs and pulled the tower down on to Zzzax who quickly went into a light post and into the subway.

The heroes and M.J dropped down beside the Hulk. "Hulk not like surprise shower." He said to Spider-Man. "Hulk like bug-man. Bug-man good smasher."

"Coming from the master, that means a lot," Spider-Man said before Hulk bounds away.

Naruto was looking at the subway entrance before walking over and started walking down. Passing tape that blocked entrance as it was closed for repairs. Looking around, he didn't notice Spider-Man and Mary Jane follow as well.

"Spider-Man? Shinobi?"

The lights suddenly turned off having the trio turn on their night vision.

"Who knew night vision was a useful option," M.J. stated looking through her camera.

 _CRACK!_

A burst of lightning cracked in the tunnel behind them having Naruto and Spider-Man turn around.

"Please tell me that's the 6 Train."

"No… Get out of here!" Naruto said as a bolt got near them.

 _CRACK!_

"NOW!" Naruto yelled pushing Spider-Man and M.J. away just as a bolt of lightning hit him in the back.

He was shot towards a wall and cracked it as Hulk crashed through the ceiling.

"RAH!"

Naruto got up and saw Hulk fighting against Zzzax before jumping over to protect the others.

"Your exclusive turned out shocking didn't it?" Spider-Man said as he got up as well.

"Really?"

"He has a bad habit of making bad jokes in tense situations," Naruto said not taking his eyes off of the fight. "Go."

M.J. ran up the stairs as Spider-Man followed holding her camera for her before tossing her it and webbed the entrance as Zzzax attacked them.

"Spider-Man!"

She ran to the hole Hulk created before filming and reported on the fight before the three heroes jumped out, Hulk carrying Spider-Man.

"Did we get him?" Naruto asked before falling on his ass to catch his breath. His shirt now having a burn hole on the shoulder to the chest. His burnt skin quickly healing.

Spider-Man fell on his back as soon as the Hulk lets him down to take a knee as well.

"Mr. Hulk? Do you mind answering some questions?" Mary Jane asked Hulk who frowned before standing. "My viewers would like to know if you have a message for them? For New York? Or the world?"

"Hulk not do interviews now."

"Attention Hulk!"

Naruto looked up to see it was night as the Heli-Carrier floated above them with Fury and S.H.I.E.L.D. agents flew down on jet packs with guns.

"Put up your hands and surrender! You're under arrest for the destruction of New York!"

Both Naruto and Spider-Man stood up as Fury and the others landed.

"Ease off, Fury! Hulk helped save it from Zzzax." Naruto said rolling his shoulder.

He then saw several agents aim at the Hulk before stepping in front of him. "You guys want him, you got to go through me," Naruto said before a giant Zzzax appeared beside them. "There! Go after him!"

Spider-Man then swung Mary Jane out of the way away before everyone started attacking Zzzax. "Hulk, keep him busy," Naruto said as Fury walked up to him.

"Hulk hitting him isn't going to work."

"Not the plan," Naruto said as Spider-Man jumped to a wreaked tour bus.

Spider-Man then pulled a large cable and explained that Zzzax taking too much energy before surging out before jumping over and threw the cable at Zzzax.

"Here you go, Sparky!"

Zzzax grew before Naruto yelled.

"Anything you have that uses electricity, throw it in!" Naruto then threw his shock ammo in as the agents threw their weapons and utility belts in while the Hulk threw car batteries in Zzzax as well.

"Anything left?" Fury asked as Mary Jane walked up, her battery fully charged from the earlier fight.

"My camera."

"You sure?" Naruto asked having the journalist enthusiast nod. Naruto grabbed it, turned around and threw it at Zzzax's leg before he exploded knocking down a building.

"MARY JANE!" Spider-Man yelled as he ran to where she was pulling rubble away.

Hulk picked him up and moved him out of the way before pushing several large pieces away and saw Shinobi keeping a chunk of a wall off of them before pushing it away.

"Thank God! That was heavy like no tomorrow." He said before the Hulk took several steps forward.

"Humans stupid!" He yelled before looking back. "Except for bug-man and ninja-man. They good smashers!" He then jumps away as Naruto turned to M.J.

"Here you go. I was able to get this before throwing it." He said holding a memory card.

"(Gasp!) The memory card! You're not worried about how worried Jameson will use this?"

"I trust you'll do the right thing," Naruto said as Spider-Man walked to stand beside him.

M.J. then hugged them both for a second and ran off. "I won't let you down!"

"I know you won't," Spider-Man said before swinging off.

 _A Few Days Later; Queens, Peter's House._

Naruto, Peter and Mary Jane watched her report on YouTube rather than on D.B.C.'s website but she still used their logo on the green screen at the end. She explained she didn't enter knowing J. Jonah would have chopped it up/made it look like Spider-Man didn't save the day before the doorbell rang.

Going to the door, they saw a delivery man holding a package. "M.J. Watson? Her folks said she was here. Signature required."

M.J. signed and took the box before they went back inside and opened it showing a digital camera. "It's a new camera from the Daily Bugle!" She picked it up and turned it on showing a video of J. Jonah.

" _Saw your footage, Watson. There might be a place for you at the Bugle. Send your work to me before you post next time._ "

"Well, whaddya know. He does have a heart." Naruto said as Mary Jane erased the video and had the camera turn to her friends. "I wished they would have let me know who they were." She said as Naruto covered the camera.

"You never know. You might get another shot someday."

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781, Chaos-PSD, Arkham Knight22, and Ryan L. Spradling.**

 **OK a 6 Ch. Update for a tribute to Stan Lee. Someone who has been apart of all of our lives. (Big or small depending on your age.)**

 **He paved the way to humanizing the hero so we as readers/watchers/gamers, can relate to them more.**

 **I can't tell you how many times coming home from being made fun of. (I was never in fights outside of play wrestling with friends and family)**

 **And seeing the X-Men/Spider-Man cartoons and seeing they turned their bullying/prosecutions around to be better/shake it off for lack of a better word and knowing I can do that too.**

 **There will never be another Stan Lee but he will live on with his works in comics, TV, movies, and games. Rest In Peace Stan Lee.**

 **Lone Wolf Out.**


	8. Chapter VIII: Back In Black

**Disclaimer: I don't own Naruto or Ultimate Spider-Man.**

 **A/N: Here's a 6 Ch. Update as a tribute to Stan Lee who passed on November 12. Rest In Peace.**

 **Beta: Jebest4781, Chaos-PSD, Arkham Knight22, and Ryan L. Spradling.**

* * *

 **Chapter VIII: Back In Black.**

 **Last Time.**

 _A Few Days Later; Queens, Peter's House._

 _Naruto, Peter and Mary Jane watched her report on YouTube rather than on D.B.C.'s website but she still used their logo on the green screen at the end. She explained she didn't enter knowing J. Jonah would have chopped it up/made it look like Spider-Man didn't save the day before the doorbell rang._

 _Going to the door, they saw a delivery man holding a package. "M.J. Watson? Her folks said she was here. Signature required."_

 _M.J. signed and took the box before they went back inside and opened it showing a digital camera. "It's a new camera from the Daily Bugle!" She picked it up and turned it on showing a video of J. Jonah._

 _"Saw your footage, Watson. There might be a place for you at the Bugle. Send your work to me before you post next time."_

 _"Well, whaddya know. He does have a heart." Naruto said as Mary Jane erased the video and had the camera turn to her friends. "I wished they would have let me know who they were." She said as Naruto covered the camera._

 _"You never know. You might get another shot someday."_

 **Now.**

Shinobi was looking across the skyline from atop a 35-story office building with a 3-D '4' as the rooftop before diving off of it. Diving down, he saw his motorcycle hovering several stories below before flipping to land on the seat.

He then quickly turns off the flying mode and rode down the windows before pulling a wheel stand and had the thrusters slow him down as he landed on the ground. And missed a plaque on the wall by the door with several candles and bouquets of flowers in front of it.

 _'In Memory Of Stan "The Man" Lee._

 _1922-2018_

 _"The more you read, the better you're going to become as a storyteller."_

 _"EXCELSIOR!"_ '

Speeding down the road, Naruto had a screen pop up on his hologram dashboard underneath his speedometer. He saw an android attacking a street that has an appearance of a large purple humanoid-dragon being, with sharp claws and large wings.

This is Dragon Man, a villain Spider-Man has fought on numerous occasions.

Naruto reached for his thruster button, only to stop seeing someone take out the android.

Naruto saw the person was wearing a costume that looks the same as Spider-Man but is completely black with a white spider on the chest and white patches on the top of his hands.

"The hell?" Naruto asked as he set the bike to auto drive to the Heli-Carrier and saw posts on social media praising the black Spider-themed hero, even J. Jonah. "Yeah, that doesn't make Triple J look like a biased jackass. I thought he hated most masked people after his wife was killed." ( **1**.)

Naruto then continued through the traffic before seeing the Heli-Carrier come into sight.

 _S.H.I.E.L.D. Meeting Room._

Naruto took off his mask as he walked in to see the team also has their masks/glasses/helmet off as Fury was showing them footage of the black Spider-Man stopping various crimes.

( _ACHOO!_ )

Peter sneezed as Naruto noticed the bags under his eyes and red nose indicating he was sick.

"This new kid looks like an up and comer. What do we know about him?" Fury asked as Naruto crossed his arms.

"Little to nothing, outside of being an all black version of Spidey, but it could be Venom."

"Are you serious?! It looks nothing like Venom. Venom was too muscular!" Sam said getting the Avenger to look at him.

"After getting on Spider-Man, sure. But when he took over you, Danny, and Luke he took your body frame. What if Venom knows we're looking for him and slimmed down?"

"Perhaps you're seeing connections where there are none," Danny said folding his arms in front of him on the table.

"Or are you jealous that someone's a better you?" Sam said looking at his leader.

"I'm with our leader on this one," Peter said as he sniffled.

"No one is better than me. Sure the Hulk and Thor are physically stronger, but they haven't fought me yet."

"Is this some 'ninjas never trust anyone' thing?" Luke asked from his spot.

"You have someone you thought of as a friend run a lightning covered fist through your chest two times in a row and see if you come out without any trust issues."

His team just stared at him in shock.

"What? Look, we'll keep an eye on him for a while before doing anything, good or bad."

( _ACHOO!_ )

Peter sneezed again before leaving.

"He better not get me sick," Ava said as she tried to move away from Peter.

 _Later._

A little while later, Shinobi and Spider-Man caught up with the black spider hero to talk to him only for the black-suited hero to blow them off. Naruto sighed as he looked through files on his hologram dashboard for anything after hearing that the voice of the new hero was deep and sounded slightly scrambled. And missed cameras keeping watch on them as well.

 _Dr. Octavius' Hideout._

Otto was watching the reports on the news Spider-Man before Norman walked in from the shadows.

"Octavius, don't tell me you called me all the way down here to watch something I could watch on my office's flat screen?"

"Of course not, Mr. Osborn," Otto said as he brought up footage of Naruto and the others fighting Venom at Norman's house. "Observe. This new player has many of the same qualities of our last experiment. But more… focused, controlled, deadlier. See any similarities?"

"I want you to get to the bottom of this. Now." Norman said before walking away.

"Of course, Mr. Osborn. I'll send the Dragon Man android out again to do further tests."

 _Midtown High 8:50 A.M._

Naruto was putting books away at his locker before hearing two girls walk past him while talking about how the new hero was cute. Even though he was wearing a mask.

"Although Shinobi is hotter." One girl said passing Naruto.

"How can you tell? He also has a mask."

"You see those muscles under that skin tight shirt?!"

The girls then left giggling as Naruto closed his locker and saw Sam was talking to Peter who coughed.

"Whoa! Aim that somewhere else!" Sam said before leaving himself.

"Hey, Pete!"

Naruto saw Harry run up to them, and after seeing at how bad Peter was looking took him to the restroom to tell him something in private before shrugging and leaving for class himself.

 _New York City, Night._

Shinobi was patrolling the streets as Spider-Man was on the other side looking out for his copycat. Hearing something, Naruto looked down and saw a group of masked men trying to break into a building from the alleyway exit.

"Well, I don't think they forgot their keys."

Naruto then dropped down and slammed one man's head on the ground knocking him out. He then stood up and dashed to the others before ducking underneath a swing of a crowbar and uppercuts the man. Naruto grabbed the crowbar and threw it at another man hitting him in the head having him flip back to the ground.

He then kicked the final man forcing him to fall to his knees before bringing his foot to the back of his skull and brought the man's head to the ground.

Naruto dusts himself off as the man he uppercut fell on a pile of trash bags

After dealing with the group, Naruto ran up to the top of the building and saw a jewelry store was being robbed.

Running to it, he dropped down at the window.

 _Knock-Knock!_

Naruto knocked on the window getting the thugs attention. "Hey fellas!"

"It's Shinobi!"

"Get him!"

 _BANG-BANG-BANG-BANG!_

Naruto jumped out of the way as the robbers shot at him before creating clones that went to each man and slammed their heads on the walls, knocking them out.

He then ran up to the roof and saw Spider-Man talk to Fury over his watch before running over.

"Hey, when I know, you'll know. Over an out." Spider-Man aid as Naruto landed in a crouch.

"You're lying."

"What?! No, I'm-!"

"Yes you are, the only person who would come into contact with Venom who has that build and you're doing everything to keep Fury and the team from fighting him is Harry. So it's him, isn't it?" Naruto asked walking to the edge of the roof.

"(Sigh) Yes, he is."

"So it is Venom. Let's stop him before it takes him over."

After traveling for several blocks, Naruto looked down to see Dragon Man run into Spider-Man and attacked him. Right as Naruto stopped to help, the black Spider-Man swung and tackled the android to the ground and rip its wings off. Naruto saw someone take a picture and saw the black-suited hero throw the wings at the person.

"Whoa!" Naruto yelled as he grabbed the teen and got out of the way of the wings that are now stuck in the wall.

"Who's next!?" The black Spider yelled voice deepened. "Come on, somebody!

He then grabbed a taxi and lifted it over his head.

"Hey! You're supposed to be a good guy!"

"Put him down!"

The black suit looked to see Naruto and Spider-Man standing to his left. And then threw the cab at them. Spider-Man and Naruto whose body glowed blue for a second grabbed the cab and puts it down.

"Spider-Man and Shinobi! Always getting in the way!" Venom said as tendrils appeared on his back and had sharp teeth come over his mouth. "Not for long!" He yelled attacking the heroes with swipes from his claws.

"Come on, Venom! Let the person you're on go!" Naruto said thinking if he should use his shock ammo but decided against it in case Harry got hurt.

"Hoo, boy! You think you may have some control issues here or what?" Spider-Man said hanging upside down from a light post.

"I'm in complete control. I can do anything. I'm the best Spider-Man there is!" Venom yelled standing up as more tendrils sprouted from him.

"Well, that wouldn't be difficult. Believe me." Spider-Man replied flipping to the ground.

They continued to fight on the side of the building, Venom gaining ore of his muscles that he got after getting on Spider-Man from their first encounter.

"Remember who you are!" Naruto yelled as venom smiled with a long tongue.

"I remember! I a **m Venom!** "

Naruto tackled Venom to the ground and crashed on top of a car, crushing the rooftop before jumping off the symbiote and continued the fight through the streets of New York. Naruto brought his tonfas out and spun them before flipping them to the inside of his arms and attacked Venom with several forearm strikes and blocks Venom's own strikes.

Spider-Man followed suit by webbing Venom's eyes and then had Naruto hit him upside the head with his tonfas. And revealed Harry's face for a second. Spider-Man attacked as well and each hit showed Harry's face before being wrapped by the symbiote.

"Help me! I-I can't-!"

"Yes, you can." Venom said before throwing the heroes at a fire truck.

"Fight it!" Naruto said before Venom grabbed Spider-Man and bounds away

"Oh, come on!"

Naruto followed to see Venom crash into Oscorp as Norman was holding a meeting.

"The great Norman Osborn." Venom said as Naruto stayed near the edge of the room in case Venom tried anything. "You never know, you never cared."

Spider-Man then got up and quickly attacked Venom before jumping to the ceiling.

Naruto then tackled Venom out of the window, used his shock ammo getting Venom to screech and had Harry's back appear and then used a rope to pull the teen out.

( _HISS!_ )

Venom lunged at the ninja, only for Naruto to use his shock ammo and then had a jar appear from a scroll he threw, trapped the symbiote, and sealed him back in the seal. They then landed on the ground as Spider-Man dropped down

"Guess I owe you, big time," Harry said as Naruto pocketed the scroll.

"Nah, but don't do something like this again, it looks like this thing is like a drug. You can get hooked on it if you're not strong enough to fight it. Get some sleep, kid."

 _Dr. Octavius' Hideout, A Few Hours Later._

Otto watched the fight and zoomed in on Harry.

"So Venom was Harry Osborn? Who'd have thought?"

"Octavius!"

Otto quickly shut off the screen as Norman walked in. "I saw it up close! Right in my own conference room. It's unbelievable! The power, the savagery! Whatever it takes, Octavius, I want Venom!"

Otto stared at him for a moment having Norman speak again. "What's the matter with you? Do you know something I don't?

"Not a thing, Mr. Osborn. Not a thing."

 _S.H.I.E.L.D. Heli-Carrier._

Spider-Man with his mask off just got done telling Fury about their fight with Venom.

"I think you know more than you're telling."

"(Sigh) Look, Fury, we don't know who Venom took over, but after what he did to them they deserve some rest for the moment." Naruto said without his mask as he stood at the door.

Later, they went to train a little with the team who were waiting inside, masks off as well. And saw them coughing and sneezing, catching the cold Peter had.

"Well look who it is, the original germ spreader himself," Luke said holding a tissue over his mouth.

"I (Cough!) said you'd better not get me sick!" Ava said congested.

"Oh, sorry," Peter said as he just got over the cold on the way to S.H.I.E.L.D.

"GET HIM!" Ava yelled at Peter.

Naruto got out of the way as the others ran after the arachnid-themed hero.

"She still looks good," Naruto said quickly taking a peek at Ava's ass through her skin-tight pants.

 _Norman's Penthouse, Middle Of The Night._

Harry tossed and turned before a piece of Venom appeared on his ear. He shot up from his sleep and panted after before rubbing the back of his head.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781, Chaos-PSD, Arkham Knight22, and Ryan L. Spradling.**

 **1\. His background of not liking Spider-Man in the 90's show was his wife was killed by a man in a mask by a mob boss who Jameson was writing about and the Mob Boss killed his wife to stop him.**

 **I guess because of Fox's censor they wanted to do a child friendly explanation on him not liking Spider-Man/Masked people in general other than 'Taking glory away from cops/firemen/only hating Spider-Man.**

 **OK a 6 Ch. Update for a tribute to Stan Lee. Someone who has been apart of all of our lives. (Big or small depending on your age.)**

 **He paved the way to humanizing the hero so we as readers/watchers/gamers, can relate to them more.**

 **I can't tell you how many times coming home from being made fun of. (I was never in fights outside of play wrestling with friends and family)**

 **And seeing the X-Men/Spider-Man cartoons and seeing they turned their bullying/prosecutions around to be better/shake it off for lack of a better word and knowing I can do that too.**

 **There will never be another Stan Lee but he will live on with his works in comics, TV, movies, and games. Rest In Peace Stan Lee.**

 **Lone Wolf Out.**


	9. Chapter IX: Field Trip

**Disclaimer: I don't own Naruto or Ultimate Spider-Man.**

 **A/N: Here's a 6 Ch. Update as a tribute to Stan Lee who passed on November 12. Rest In Peace.**

 **Beta: Jebest4781, Chaos-PSD, Arkham Knight22, and Ryan L. Spradling.**

* * *

 **Chapter IX: Field Trip.**

 **Last Time.**

 _"I (Cough!) said you'd better not get me sick!" Ava said congested._

 _"Oh, sorry," Peter said as he just got over the cold on the way to S.H.I.E.L.D._

 _"GET HIM!" Ava yelled at Peter._

 _Naruto got out of the way as the others ran after the arachnid-themed hero._

 _"She still looks good," Naruto said quickly taking a peek at Ava's ass through her skin-tight pants._

 _Norman's Penthouse, Middle Of The Night._

 _Harry tossed and turned before a piece of Venom appeared on his ear. He shot up from his sleep and panted after before rubbing the back of his head._

 **Now.**

 _New York City, Metropolitan Museum Morning._

Naruto, wearing a black muscle shirt and faded jeans, yawned as Midtown High was on a field trip in the Metropolitan Museum where Coulson was teaching them Nordic mythology while walking around a Nordic Stone.

Naruto noticed Peter, wearing a pink button shirt was standing in the back far from the group due to not having good luck on field trips, outside of the previous one where he got his powers.

( _Pop!_ )

Naruto was brought out of his thoughts as an African-American girl popped her bubble gum after Coulson stopped on how Thor was now an Avenger and not just a legend.

Naruto looked to see the team with Ava wearing a pink tunic over a black long-sleeved shirt and a brown belt, Sam wearing a faded orange shirt, and Danny wearing a green shirt.

Danny reached to touch the glass and started reading the script on the stone having Naruto quickly walk over.

"Danny don-!"

A flash of light stopped him as a strong cold wind blew the room with snow.

"Damn it! Don't go reading stuff when legends have just been proved to be real!" Naruto yelled before looking to a very tall figure in front of him.

He has blue skin, red eyes and is wearing a loincloth with ice armor on his arms and ankles holding an ice club with a necklace that has a stone with a gem in it.

This is a Frost Giant, a monstrous titan from Jotunheim, the frozen realm.

"I should have stayed in bed today," Naruto said as the kids screamed while Coulson got everyone out.

"You're up." He said to the disguised heroes before running out himself.

Naruto took off his shirt and then unsealed his costumed one from his wrist and put it on as well as his mask before taking his pants off showing his costume one was on as well.

The others followed suit by changing behind pillars or other attractions before running out.

White Tiger jumped on the Giant's neck only for it to not even faze him before jumping off and dodged several swings from the club.

"Spidey, you're up!" Tiger yelled running to the side just as Spider-Man swung in.

"We need to get frosty to chill out!" He yelled shooting web in the giant's eyes.

Nova used his beams as the others ran in.

"Guys, teamwork!" Naruto yelled out before Nova flew to the giant, and was hit to the wall, breaking a cabinet.

Iron Fist just stood looking for the perfect strike before Power Man grabbed the club keeping it from hitting the martial artist.

"Iron Fist, strike! The enemy won't wait for you to make your move! Power Man use your strength offensively! You don't need to hold back this time!" Naruto ordered before White Tiger was hit by a blast of ice sending her to the other side of the room. "Tiger!"

The giant then threw the two heroes at his club flying into a pillar before freezing Spider-Man's webs.

"Rasengan! (Spiraling Sphere!)" Naruto hits the giant with his _Rasengan_ (Spiraling Sphere) before hearing lightning crack.

 _CRACK!_

The glass dome from the ceiling broke as a man flew down.

He is a tall, highly built man with long blonde hair. He's wearing Asgardian armor with black chest-plate with six silver disks connected with a gold lining, silver lined-in chainmail arm armor, a red cape, and a wing-shaped helmet.

This is Thor Odinson, an Asgardian warrior-prince and the god of thunder who came to Midgard and is a founding member of the Avengers.

"Thor!?" Naruto yelled as Thor looked to him.

"Shinobi." Thor greeted as Naruto's team ran up. "Stand back. The matters of Asgard are no place for oddly-dressed younglings."

"Did he just call us 'younglings?'" White Tiger asked as she stood in front.

"And 'oddly-dressed'? Sam, maybe..." Spider-Man said after the feline-themed heroine.

Thor then flew around attacking the giant before Naruto attacked as well with a large _Rasengan._ (Spiraling Sphere) just as Thor his the giant with Mjölnir, sending him through a wall.

"Fortune was merciful on you today, you could have been hurt," Thor said as he few to the teen heroes.

"They can take care of themselves, Thor. I am-!" Naruto was interrupted by the Asgardian.

"Aye, I'm sure they'll make fine warriors someday. As will you."

"As will I?! Dude, I helped form the Avengers!"

The team just looked at their leader arguing with the Thunderer.

"Is he actually arguing with Thor?"

Thor ignored his fellow blonde to go to the Frost Giant and look at his necklace before reaching for it.

"What's that around your neck, Giant?"

"Thor, wait! Don't touch that!" Spider-Man said before swinging over.

"Stand down little one, the matter's well at hand," Thor said touching the stone.

And had a green light blind them for a moment before dying down.

They then blinked as Thor was turned into a frog but still had his armor on and a shrunk down Mjölnir.

"Thor?"

"Oh, what the hell is this?" Naruto asked looking at Thor's new appearance.

"There is only one being in all the nine realms capable of such bewitchment," Thor said keeping his voice.

"The Wizard of Oz?" Spider-Man said with a shrug.

"My evil half-brother, Loki."

They looked to see a tapestry with Thor, his father, and Loki on it before explaining Loki has been trying to usurp the throne and rule the nine realms and did everything to do so, while embarrassing him along the way.

"Trouble is at hand, I must go back to Asgard," Thor said turning around and hopped away.

"I get it, you're hopping mad at your bro. OK, that was lame. They can't all be winners." Spider-Man said with a shrug. "You not in a position to exact revenge."

"I am still Thor, the Thunderer! Loki will face my wrath..." Thor stopped before eating a fly.

"(Sigh) Let us help," Naruto said getting the transformed Asgardian to look back at him.

"Nay. Asgard is no place for mortals," Thor said holding his hand up.

"Thor, you said Loki's planning on conquering the nine worlds… Earth is one of those worlds, right?!" White Tiger asked walking up.

"Oh, and not to mention there's the tiny problem that… YOU. ARE. A. FROG!" Spider-Man brought up getting Thor to sigh.

"You are right." Thor quickly spun Mjölnir and then created a portal.

"Thou art entering the Realm of Asgard. Prepare for wonders beyond your imagination."

They walked in and saw it was night, and a city covered in snow and ice as was the people.

"Asgard covered in ice?! NO! Loki has already seized control." Thor said walking forward.

And was covered in ice, as was the others before Frost Giants came out of the snow.

Later, in the Throne room sat a man in green and gold armor, cape and a gold helmeted with long horns throwing Thor who was in a green energy ball up and catching him.

This is Loki Laufeyson, the god of mischief, Thor's half-brother and the adopted son of Odin.

Loki then looked to see the others are in a dome of ice. He tossed the ball around taunting the heroes on tricking them to get Thor back and conquering Asgard as his father is sleeping the Odin Sleep.

Naruto stayed silent as Iron Fist was looking for a weak spot to break the ice before looking to the throne.

"And then there are these… Are you keeping pets of your own, Thor?"

"He did not just call us pets!" Tiger yelled out.

"This coming from the girl dressed as a cat." Nova pointed out getting Tiger to glare at him.

"Found it." Iron Fist said before he and Power Man hits the ice breaking it to pieces.

The heroes then battle the giants as Nova rescues Thor and recovers his hammer, but Loki is too powerful and they are forced to escape with a reluctant Thor creating a portal.

 _Naruto, Thor, And The Team._

The heroes landed in the woods in 3 feet of snow.

"What are we thinking! Fleeing from battle! Thor Odinson never-!"

"Oh, shut up! It's that attitude that caused Loki to get this far! Stop acting like a spoiled prince and start thinking like a warrior. We're retreating to think up a plan." Naruto said as the others stood, or sat.

He then looked to Tiger, glanced down and quickly turned his head. "A-Are you cold, Tiger?"

"Yeah, it is snow..." Tiger trailed off feeling something on her chest.

Glancing down, she let out an uncharacteristic squeak and quickly covered her chest.

"I was holding my own!" Nova yelled as Spider-Man shook some sow off his shoulders.

"You just broke a fishbowl."

"Shinobi's words ring true," Thor said sitting cross-legged. "Loki exploited my pride. My rushing into battle. I have doomed us all."

"No, you haven't. First, we need to lose the enchantment around you." Naruto said before Nova snapped his fingers.

"I got it! Ava, kiss the frog."

"What?! You kiss the frog!"

"Nu-uh! Not how it works, I've seen the movie."

"An idea?" Thor said breaking up the teen heroes. "Yes, the odds are long. But there may be someone that Loki has forgotten. And he may offer us a chance at tipping the scales back in our favor."

 _Nidavellir._

Later, they traveled to Nidavellir, the realm of the Dwarves, and reached a cave. As they walked inside, they felt it get warmer the further they went inside and heard hammering.

"If we get out of this alive, no one will believe us... Unless we bring back souvenirs," Spider-Man said reaching the end where a short man was hammering a gold sword by a forge.

He has a dwarven-appearance, has a beard and gruff appearance.

This is Eitri, the king of the Dwarves and creator of Mjölnir.

"Master Dwarf, it is I, Thor, the Thunderer, son of Odin, the Allfa-!" Thor stopped as Eitri held his hand up.

"I know, I know; 'Make this, make that, sign here, fix that'. I knew the moment you walked in, Thor Odinson. I made your hammer, the greatest weapon in all of the nine worlds. But do I get a thank you? No, you come only when you need something." He said before continuing his hammering.

"You want help? Now's the time to forget that arrogant Prince stuff." Naruto said to the Asgardian who hopped over and held his helmet.

"I… I apologize. You deserve the highest respect, Master Dwarf. The Prince of Asgard should have given you that respect. And for that, I am sorry." He said getting Eitri to stop hammering and walk over.

"What's this? Humility? Well, if a Prince can bow to a dwarf, perhaps there is still hope left for Asgard. Hope for you all." Eitri said looking to the teens. "What can a Dwarf do for you, Frog Prince?"

 _Later, Odin's Palace._

The heroes appeared in front of Loki who just sighed.

"Alright team, go! Use those new weapons to their fullest!" Naruto yelled throwing his arm out as he had a small leather strap around his shoulder.

He then remembered Eitri giving the team weapons to fight Loki. The weapons each use their shortfall as a strength.

White Tiger held a gold mystical bow that formed a energy string and arrow as she reached for the bow.

 _"This bow draws on your ability to see flaws in others yet requires absolute concentration to fire. Block out all distractions, focus on the task at hand! You will find your aim straight and true."_

Tiger then fired the arrow at a Giant knocking him over.

Nova flew towards a Giant holding a gold Halberd.

 _"This Halberd is difficult to balance, it requires a steady hand! Be patient, pick the right moment, then unleash your power!"_

He slashes at a giant and sends him flying back towards the wall.

Iron Fist dashes over with a gold short sword.

 _"There is no margin for error. With this short sword, you cannot wait for an opportunity, you must make your own! Trust your instincts, attack!"_

Iron Fist cuts a club of a giant and attacked him forcing him to the floor.

Power Man held a short handled double headed Battle Axe.

 _"You hesitate to unleash your full power, you hold back in battle. Use your power defensively. This Axe is meant to attack! Use your power, wield it, own it!"_

Power Man attacked the floor sending a shock wave knocking several Giants to the floor.

Naruto reached behind his back and pulled out an axe from an 'Ω' shaped holster. It is a two-handed war axe with two runes on the blade at the handle and ornate gold on both the blade and handle. ( **1.** )

(A/N: Picture a fully upgraded Leviathan Axe from God of War 2018 game.)

 _"That axe, like you, has traveled through realms beyond our own. Faced many trials before coming here. Wield it as naturally as you would any weapon of your world."_

Naruto attacked a giant by throwing the axe at his shoulder getting the giant to yell out in pain.

Naruto opened his right hand to attack, only to blink as the axe flew back into his hand. He then grinned and started to attack the rest as Spider-Man was not given a weapon due to him using his words as one.

They then teamed up together and finished off the rest of the giants just as the door behind the throne broke revealing a man sleeping with an energy bubble surrounding him.

He is well built and larger than Thor. His right eye is covered by a green patch and he's wearing a full-body armor. He has white hair and a white beard.

This is Odin Borson, the king of the Asgardian gods and is the father of Thor and Loki.

Spider-Man then webbed it and dropped in front of Loki. "You broke the door! This is why we can't have nice things."

"Stand aside, mortal!" Loki said as Thor hopped over and was knocked out.

Naruto kept his distance for the moment, his axe having ice starting to cover the blade as Spider-Man looked at Loki.

 _"Your words. You use them to protect yourself from an unkind world. Today, you must turn them into a weapon!"_

"Hey 'Loogie'! You want to take over the world like this?! With your father asleep and Thor, your brother, as a frog? Everyone would say you didn't earn it. 'Look Loki used Giants to conquer Asgard while his father was asleep! While our strongest warrior was weakened by being turned into a frog!'"

Loki sneered before turning Thor back into his self.

' _He did not just fall for that?!_ ' Naruto thought before Thor grabbed his brother.

Loki dropped the amulet that transformed Thor as Naruto threw his axe at it, breaking it.

"The trickster tricked… by a mortal?" Loki asked before Thor spoke.

"He is no mere mortal. He is the man of spiders."

"Close enough," Spider-Man said with a shrug.

The giants fled as Loki looked to Spider-Man. "Stay on your guard Spider-Man. For the rest of your useless life!" Loki yelled before disappearing.

 _Earth, Later._

Thor brought everyone back to the museum without their weapons.

"'Til we meet again, friends! Your names shall be sung in the halls of Valhalla!"

"I'd settle for a T-shirt or those weapons," Spider-Man said as Thor smiled.

"The Dwarves will keep them 'til you have need of them again." ( **2.** )

He then created a portal having a two-headed goat walk out. "But perhaps this will satisfy. A traditional Asgardian Warrior reward."

( _Baa!_ )

"How do we decide on who keeps it?" Spider-Man asked the team.

"All yours."

"You keep it."

"Best field trip ever!" Spider-Man said reaching down to pet one of the heads.

( _CHOMP!_ )

Only for it to bite him. "OW-OW-OW!"

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781, Chaos-PSD, Arkham Knight22, and Ryan L. Spradling.**

 **1\. For those that don't know what the axe looks like, the URL will be on my profile.**

 **2\. I will use the axe on other Ep.'s that deal with Asgardian/going to Asgard.**

 **OK a 6 Ch. Update for a tribute to Stan Lee. Someone who has been apart of all of our lives. (Big or small depending on your age.)**

 **He paved the way to humanizing the hero so we as readers/watchers/gamers, can relate to them more.**

 **I can't tell you how many times coming home from being made fun of. (I was never in fights outside of play wrestling with friends and family)**

 **And seeing the X-Men/Spider-Man cartoons and seeing they turned their bullying/prosecutions around to be better/shake it off for lack of a better word and knowing I can do that too.**

 **There will never be another Stan Lee but he will live on with his works in comics, TV, movies, and games. Rest In Peace Stan Lee.**

 **Lone Wolf Out.**


	10. Chapter X: Venomous

**Disclaimer: I don't own Naruto or Ultimate Spider-Man.**

 **A/N: Sorry for the lateness of updating these, a combination of busy over the holidays for us all and one of the Beta's internet going out.**

 **This is also a double update so read this one first!**

 **Also, I skipped Freaky and Me Time due to them being 90% canon so just added the beginning and ending to Venomous and Strange.**

 **Beta: Jebest4781, CXhaos-PSD, Arkham Knight22, and Ryan L. Spradling.**

* * *

 **Chapter X: Venomous.**

 **Last Time.**

 _"The Dwarves will keep them 'till you have need of them again," Thor said then created a portal having a two-headed goat walk out. "But perhaps this will satisfy. A traditional Asgardian Warrior reward."_

 _(Baa!)_

 _"How do we decide on who keeps it?" Spider-Man asked the team._

 _"All yours."_

 _"You keep it."_

 _"Best field trip ever!" Spider-Man said reaching down to pet one of the heads._

 _(CHOMP!)_

 _Only for it to bite him. "OW-OW-OW!"_

 **Now.**

 _Night, Times Square._

Shinobi and Spider-Man looked at people running around before looking towards a building where a man walked out with policemen helping him put bags of money into a van.

He's wearing blue armored clothes with a gold gauntlet, cape, and headpiece.

This is Mesmero, a mutant super-villain with the power of hypnosis. He's an enemy of the X-Men.

He then ordered the civilians to attack the duo having the heroes block any attack. Spider-Man jumped on a bus as Naruto was pushed to it.

"LET THEM GO!"

Naruto heard a gruff voice yell out before jumping up to see a man standing at 5'3" wearing a yellow costume that's dark red on the shoulders to the waist in a 'V'.

He's also wearing red trunks, has red around his cowl, showing his 5 o'clock shadow, and red boots, and gloves. He also has three metal claws coming out between each of his knuckles.

This is Wolverine, a mutant superhero and a member of the X-Men.

"He didn't do this, Wolverine! It's Mesmero! By the van!"

Wolverine dashed to Mesmero, pushed him against the van, and brought his left fist underneath the criminal's chin. "You have until the count of three to put them back, Mesmero."

"Who is this guy?" Spider-Man asked as he crouched on the van.

"He's a mutant with the power of mind control and can even swap people's minds," Naruto replied as he stood by Wolverine.

( _Snikt!_ )

One claw came out by Mesmero's right cheek. "One."

( _Snikt!_ )

"Two." Another claw came up by his left cheek. "Wanna see what happens on three? It really hurts."

"OK, OK. I release them!"

Suddenly, Fury and S.H.I.E.L.D. came down and arrested Mesmero before talking to Wolverine who was sitting in the van on the money drinking a can of beer.

"Logan, staying out of trouble?"

"Trying to. Til whatever this is happened." Wolverine said pointing to Spider-Man as Naruto stood with Fury.

"You were going to kill him!"

"Sometimes, you've gotta go down to their level kid," Wolverine said leaning on his knees as he finished his beer.

"'Down to their level'?!" Spider-Man asked before turning and failed to form a sentence.

"You've got him speechless, do you know how long I've been trying to do that?" Fury asked Wolverine who stood and tossed his beer in a trash can.

"You got something you wanna say to me, punk?"

"You're the most disgusting person I've ever met."

"You're young," Wolverine said as he turned to leave.

"He was going to kill people-" Spider-Man stopped as Wolverine got in his face and growled.

 _Midtown High._

Naruto put books away as the team minus Ava tried to get his or Peter's homework due to not doing theirs.

"No, you want to be like normal teens, you do the work," Naruto said as Ava walked up.

"See, he actually has integrity."

"Thanks, Ava, that's why you're my favorite," Naruto said walking to class.

 _Later, S.H.I.E.L.D. Heli-Carrier._

Shinobi stood with Fury at Mesmero's cell after finding out he switched Wolverine and Spider-Man's mind before walking in and lifted Mesmero up.

"Change them back."

"No."

Naruto smiled before the lights turned off and the others heard screaming. "OK, OK!"

The lights turned back on and they saw a shivering Mesmero on the floor as Spider-Man and Wolverine found themselves back in their own bodies.

 _A Week Later, Naruto's House._

Naruto was eating breakfast as he read the news on a holographic screen about Spider-Man apparently beating criminals to near death before the doorbell rang.

Going to it, he saw Mary Jane on his porch before speaking. "No Peter?"

"Bolted out of his house when I got to it."

They walked to school and once class started, Naruto saw Peter talking to Harry who was sweating and had bags under his eyes before he left.

"You've gotta trust me, Pete. I trashed the watch."

Naruto heard Harry speak before leaving. 'Well. Harry did take Spider-Man's build at first when starting. Maybe people are thinking it's Pete instead.'

After school, Spider-Man and Shinobi followed Harry around town as he went to his father's work office. A few minutes went by before seeing Venom in the office with Norman having the two speed over and jump through the window.

Spider-Man webbed Venom, only for Venom to grab the webs, and throw him into Naruto having the both of them hit the wall, cracking it. Venom then hits Norman out of the window having Naruto dive after the businessman. He grabs Norman by the ankle and dived to the building, and stuck to it, skidding down several feet from the force of the fall.

Naruto dashed back up to the office to see only Spider-Man was there as security ran in. Norman thanked Naruto for saving him before quickly leaving.

 _S.H.I.E.L.D. Heli-Carrier._

The Team sat in the meeting room, masks off talking to Fury about Venom.

"Obviously, there's only one way to handle this. Venom needs to be taken down! Right now, whatever it takes." Fury said before each hero in training spoke up.

"You've got it, boss, just point us in the right direction!"

"I'll blast that Goo-Boy into next week!"

"And what of the person he's taken over? You gonna blast them as well?" Naruto asked as he had his hands clasped together on the table.

"Do you know something?" Fury asked the ninja who crossed his arms.

"I know who's in it, but they don't deserve to be on the S.H.I.E.L.D.'s hit list because they've been taken over," Naruto explain once he saw Peter was going to open his mouth. ' _It'll be better for me to take this heat.'_

"Some leader you are! Let me at him!" Ava yelled standing up and pointed at Naruto.

"Not the response I was looking for." Fury said crossing his hands behind his back.

"Too bad, I don't answer to you. I'm only here to train these guys to be the next Avengers. Ooh! I might even qualify for diplomatic immunity, given that I am the only one here from my country." Naruto replied leaning back in his seat.

"If keeping secrets from your own team is how you're playing this. You're off this mission, then."

"Oh no, time off to spend with Natasha at the Tower? Shit, I can't believe you'd do that to me on my first offense. I mean, I'd have to see her in nothing but a towel 2 times a day. Just kill me now." Naruto sarcastically said before leaving.

 _Oscorp._

Shinobi staked the office building out with Spider-Man who ditched the team as well as webbing up the tunnels at the school. They then saw Venom climb up before giving chase as well. They chased him to a lab where Norman was with two scientists before Venom grabbed Norman and threw him against a console breaking it.

The scientists took Norman out just as the Team dropped in from above and attacked Venom.

"STOP!"

The team stopped as Naruto yelled out, Tiger having a gauntlet on with claws. "I am still your leader and an Avenger. There is an innocent person inside that symbiote and you will hurt them if you continue, so stand down."

"But Fury ordered us to-"

"I don't care. I'm working with S.H.I.E.L.D., not for them. And you are under my leadership even if I'm off this mission, so stand down." Naruto said having Venom get away.

"What's going on?"

Everyone looked back to see Norman walk in, White Tiger hiding her gauntlet behind her back. "Why are you all here? Who asked you to interfere? You need to leave right now!"

"OK, Norman. But just a heads up. I'll be telling S.H.I.E.L.D. this so they'll be here to make sure all of this is legal. So you have a nice day."

 _Midtown High, Night._

 _Crack!_

Lightning cracked as the team was in the detention room. Nova laying on a table, White Tiger sitting on the one in front of him, legs crossed as Shinobi ad Spider-Man sat beside her. And Iron Fist and Power Man standing by the side.

"OK man, it's just us. No teachers, no Coulson, no Fury." Power Man said from the end of the table.

"No witnesses." Nova picked up after Power Man.

"We are standing in a circle of trust." Iron Fist finished as lightning cracked again.

 _Crack!_

"You were protecting Venom!" White Tiger yelled at Naruto who glanced at her after checking her legs out. "From us, why."

"I'm protecting the person inside, whom you all are forgetting about."

"But we're the hero-"

"I don't care. I fought Hawkeye when the Avengers formed as he was mind controlled to help Loki with the invasion. I will take on the Avengers, S.H.I.E.L.D., the Fantastic Four, and the X-Men if it meant protecting the people... But that's more if they're mind controlled. And the X-Men have Rogue and Storm."

"Are they the strongest?" Power Man asked the ninja.

"No, they're the hottest. OK, there's Jean as well, but she's engaged or married I think."

"(Sigh) It's Harry Osborn who's trapped in Venom," Spider-Man said before lightning struck, flashing the room.

 _Crack! Crack!_

Lightning cracked several times as the Team nodded. "Makes sense." Power Man said knowing the reason Spider-Man didn't tell them that Harry was Venom was that he is his best friend.

"'Makes sense' that's it? There was dramatic lightning and everything! You understand why we-"

"Yeah, yeah, yeah. 'Best friend', 'moral dilemma', blah, blah, blah." Tiger said as she leaned back on her hands.

"He's in over his head, it's not his fault. He can't control it. If we treat him like any other bad guy-"

"What are you all doing here this late at night?"

Spider-Man was interrupted by Fury who came on a hologram over the chalkboard.

" _Who authorized this meeting? And what are you doing here?_ " Fury asked Naruto who was sitting with his legs on the desk.

"Late team bonding/training exercise. I'm training them to fight Venom without hurting the one inside."

" _Mm-hmm. Is there any critical information you're leaving out? Any of you?_ " Everyone kept quiet at that. " _Right, so you're all in on it, now? Fine, just remember that thing is still out there, so you're at Threat Level Alpha. Fury out._ " Fury them turned off communications as Naruto looked to the others.

"Thanks for not turning us in."

"Enough blubbering," Nova said sitting up. "There's still stuff to do."

"So aside from Harry Osborn being trapped inside of it, what else do we know about Venom?" Power Man asked. "Come on, some info we can use here."

White Tiger stood up and held a claw-shaped glass vial with a small amount of Venom in it. "You mean, besides this?"

Spider-Man took it and looked at it. "Let me at the Chem Lab for a bit and I'll whip up an 'Anti-Venom' that'll cure Harry!"

"You can do that?" Tiger asked pointing at Spider-Man with a hand on her hip.

"He can do that." Fist said arms crossed behind his back.

"Don't forget, I made my web shooter remember? Simple chemical compound mixture. Isolate the Hypothalamic Protein, and voila! Easy peasy."

"So, while you're playing professor, it's up to us to find Venom?" Power Man asked.

"He might just find us," Naruto said looking at the Venom sample.

Naruto and the Team walked down the hall as Spider-Man webbed to the Chem lab to fix up the antidote.

"So what's our first step?" Tiger asked as she looked to Naruto.

"Find Venom, He might want to get revenge against Spider-Man and I for keeping him from going after his father and can probably track us with the little Venom we have."

"Where's Spider-Man?"

The Team looked up to see Venom was at the door walking inside.

"Found him," Naruto said before they dashed to Venom and attacked with attacks that would only stun Venom and keep him at bay to allow Spider-Man time to create the antidote.

Spider-Man then ran out with a medical syringe gun and ran down the hall having Venom give chase.

Everyone else followed outside in the heavy rain to see Spider-Man use his webs to flip Venom onto his back. They ran to hold him down as Spider-Man swung up to an antenna to web the antidote and pull it back to him. Venom then climbed up after the arachnid-themed hero and tried to grab Spider-Man who jumped back down to the roof.

 _CRACK!_

Lightning hit the symbiote having him screech, and fall down having Harry pull out slightly. "Help me!"

Venom covered the teen again having Nova use his blast and hit Venom in the back having Spider-Man jump on his back and apply the antidote. Venom then threw the hero off of him and had Spider-Man slide to the others. Naruto looked to see Venom disintegrate leaving a weak Harry on the roof.

 _The Next Day Hospital._

Shinobi and Spider-Man looked on as Norman talked to Harry before he addressed them. "You brought him in?"

"Is he going to be OK?" Spider-Man asked from the ceiling.

"He'll be fine. This is a family matter, you can go now."

The heroes left out of the window before Norman looked to see a sample of Harry's blood and picked it up. "Hello, Venom."

 _Dr. Octavius' Laboratory._

Norman walked up to the scientist. "I'm only going to ask this once, Octavius. Did you know about this? Did you know about Harry?"

"Of course not! How could I have known? How could anyone know more about your son… Than you?

"Very well. In any case, I brought you something." Norman said and held out the blood sample. "Spider-Man and Shinobi's interference notwithstanding. See what you can do with this blood sample from my son."

Octavius had a tentacle grab it, and brought it to him. "Oh, I will, Norman. I will give it all of my attention."

 _S.H.I.E.L.D. Heli-Carrier._

Shinobi watched as the Team was combat training with robots as Spider-Man stopped it and thanked them for helping out.

"No problem. we're a team and your friends, Web-Head." Power Man said.

"So no more secrets, deal?" Tiger asked stepping up and pointed at Naruto and Spider-Man.

"Trust is the strongest bond." Iron Fist said bringing his hands together.

"I know that now. I couldn't have done it without you. Except for the Anti-Venom. You guys don't know your beakers from your elbow. But you know, other than that."

"You smug little-!" Tiger was interrupted as Power Man stopped her and Nova turned on the robots having them attack Spider-Man for keeping a secret from them.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781, Chaos-PSD, Arkham Knight22, and Ryan L. Spradling.**

 **Well, I played Spider-Man for the PS4.**

 **The good: Best Spider-Man game I've played, 1st game in a long time where I had pure fun as there was no part I hated to get through/level I didn't like and the very 1st game I wanted to 100% and I absolutely don't** **like to do that for games and 1st playthrough got a 96% with only finding hidden photo spots, stopping all crime in each section as there are 20 crimes for each 8 sections of the city. And finding/getting all 53 Daily Bugle headlines left.**

 **The Bad: Story's predictable if you are a Spider-Man fan. Same like Arkham: Knight you knew the twist coming/knew where they were going. No innovations I guess but when the last DLC came out someone said they probably wanted to play it safe as this is their 2nd open world game, 1st game with an I.P. they didn't own and 1st game with arguably Marvel's biggest I.P. And third, New Game+ only because it forces you to get all collectibles and get each tower again!?**

 **Now they did say at least for a DLC message that's to get more points to unlock a suit/gadget/mods using the points you're not the best at getting but really having to get stuff I already completed 100% again?!** **The only one I understand is the challenges but that's only because you have a boss battle tied to them.**

 **And this being exclusive. Although I wasn't mad at that as I heard/read it was Marvel going to Sony saying we want you to make a game out of one of our I.P.'s and treat it as a AAA game. Sony agreed and they both went to Insomniac and asked who they wanted and they chose Spider-Man So... Spider-Man was chosen last and not just a money thing. BUT Marvel is doing exclusives on other consoles as the Switch is now getting Marvel Ultimate Alliance 3!**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	11. Chapter XI: Strange

**Disclaimer: I don't own Naruto or Ultimate Spider-Man.**

 **A/N: Sorry for the lateness of updating these, a combination of busy over the holidays for us all and one of the Beta's internet going out.**

 **This is also a double update so read Ch. 10 first!**

 **Also, I skipped Freaky and Me Time due to them being 90% canon so just added the beginning and ending to Venomous and Strange.**

 **Beta: Jebest4781, CXhaos-PSD, Arkham Knight22, and Ryan L. Spradling.**

* * *

 **Chapter XI: Strange.**

 **Last Time.**

 _S.H.I.E.L.D. Heli-Carrier._

 _Shinobi watched as the Team was combat training with robots as Spider-Man stopped it and thanked them for helping out._

 _"No problem. we're a team and your friends Web-Head." Power Man said._

 _"So no more secrets, deal?" Tiger asked stepping up and pointed at Naruto and Spider-Man._

 _"Trust is the strongest bond." Iron Fist said bringing his hands together._

 _"I know that now. I couldn't have done it without you. Except for the Anti-Venom. You guys don't know your beakers from your elbow. But you know, other than that."_

 _"You smug little-!" Tiger was interrupted as Power Man stopped her and Nova turned on the robots having them attack Spider-Man for keeping a secret from them._

 _As Naruto watched him getting clobbered he was pulled away by Natasha "We have to talk"_

 **Now.**

 _New York City, Morning._

A tornado rampages in the city, before Shinobi, and Spider-Man arrives on their cycles saving civilians from the cars.

"Finally! I was starting to wonder how much damage it took to lure out a hero-shaped punching bag!"

They looked to see a man using an air tunnel to stay up with them.

He's wearing green armor. The helmet has a rocket shape and he has two saw blades attached to his wrists.

This is Whirlwind, a super-villain of Ant-Man and Spider-Man.

"'Hero?' That's not a name I get called much. Now I'm gonna feel bad taking you down, Whirlwind!" Spider-Man said as they gave chase.

Spider-Man then grabs Whirlwind's helmet with his web and knocks him out it with it before landing.

"Still too much collateral damage." The heroes looked to their left and saw Fury before Spider-Man threw up in Whirlwind's helmet. "Go to the Helicarrier for training."

"No thanks, I've earned the weekend off. Wash that out." Spider-Man said before giving Fury the helmet and leaves with his spider-cycle.

 _Later, Heli-Carrier._

Shinobi walked in the main room and saw Spider-Man yelling at Fury for spying on him with small cameras around his house. Fury tells him that he signed a contract, which Spider-Man had doubts on him, but Fury called Nova, White Tiger, Iron Fist and Power Man who corrects him by stating it was in their contracts as well. Spider-Man, annoyed gives his S.H.I.E.L.D. watch back to Fury and leaves for a weekend to get some free time.

 _Med Bay, Later._

Shinobi looked at Spider-Man without his mask lying on a bed after being attacked by Doctor Octavius, who he named Doctor Octopus, or Doc Ock, who kidnapped him and took him to his underwater lab for research. Spider-Man was able to get free and call for help only for Doc Ock to be missing as well as most of the stuff in the lab after the lab flooded in the fight.

But Spider-Man held onto a claw from one of the tentacles when he was found by S.H.I.E.L.D. Peter apologizes to Fury and makes a deal that there will be only one security camera outside and delete the other footage that was captured inside the house. Fury nodded and promised that he will delete the footage.

 _A Few Days Later, Midtown High._

Naruto yawned as he woke up in class. And saw he was the only one awake. "Ava?" Looking to his right, he saw the teen girl asleep on her desk as well as M.J. "Hello!" He yelled and no one woke up. "Damn, gotta resist the urge to prank and find out what the hell is up."

Getting up, he walked out to the hall and saw everyone who was outside in the hall was also asleep. Creating clones, he had them check the entire school to see if anyone was awake. Eventually, he found that only Danny and Peter were the only ones still awake. Danny began explaining that something was going on as he had to use almost all of his chi to wake himself and Peter up.

They then changed into their hero costumes and got on their cycles before seeing that everyone in the city was asleep. On the way to where Iron Fist was taking them, he explained that something magical was at work keeping everyone asleep. Spider-Man tried to play it off as science and that he doesn't believe in magic before Naruto spoke up.

"It could be someone from another dimension where magic is real. Thor and the Asgardians are real and use magic. We live in a world where there are clones, mutants and superpowers so don't underestimate the impossible."

"We need the Sorcerer Supreme." Iron Fist spoke up as they rode above the city.

"Dr. Strange?" Naruto asked jumping over a building.

"Who?" Spider-Man asked riding on a web with Iron Fist behind him.

"Doctor Stephen Strange, a former brilliant neurosurgeon. He was in a car accident that crippled his hands and while looking for a cure, found someone who trained him to be the Sorcerer Supreme." Naruto explained as they rode.

Later, they stopped at an abandoned warehouse between two apartment buildings before Spider-Man spoke. "The most powerful wizard lives here?"

"Take a step forward," Naruto said walking ahead.

Suddenly, a mansion with a large round window on the roof took the warehouse's place before the door opened. The three heroes walked inside to see artifacts hanging on the wall, or is on a table by the walls.

Spider-Man walked to a small box and put his hands on it having it open and had tentacles come out.

'Close it!" Naruto said as they pushed the tentacles back in. Naruto the lifted the box and showed it had a bottom and looked to Spider-Man. "How about that."

"AHH!"

Naruto looked to see a hand grab Spider-Man from behind revealing a man with black hair that reaches his shoulders and was slicked back. He also has a mustache and goatee with two round earrings and is wearing a red vest over a white long sleeved high collared shirt and blue pants and leather shoes.

This is Doctor Stephen Strange.

"Do not touch anything else, one crisis is enough," Strange said to Spider-Man who jumped on the ceiling and had eyes open on it.

"GUH!" Spider-Man yelled as he fell. "Dr. Strange, I presume?"

"You can address me as Sorcerer Supreme!" Dr. Strange Strange said turning around. "Yes, Spider-Man, Iron Fist, Shinobi. I'm impressed you're all still conscious."

"Namaste, Doctor." Iron Fist greeted with a bow. "It was your training that saved me. I found Spider-Man right before he got too deep under the spell."

Strange waved his hand and a green aura surrounded Spider-Man.

"That's different," Spider-Man said after seeing his arm was glowing green. "He's uniquely connected to this reality by energy's that would act as a beacon for someone with your sensitivities, Danny. You're lucky to have this, 'Spider Sense', as you call it, Spider-Man."

"Is that like mind reading? Quick what number am I thinking of?" Spider-Man asked pointing at Strange.

"You're not thinking of a number, you're thinking of flapjacks." Strange replied turning to walk away. "This way, gentlemen. We have little time."

Going into a living room with a fireplace, Strange went to a bowl of water, waved his hand over it and had it shoot up into a pillar and had a face formed on it, smiling evilly.

Strange explained this was Nightmare, a demon from the Dream Dimension that feeds on nightmares. And that Nightmare escaped the Dream Dimension and induced New York residents into an endless sleep to feed on their nightmares.

"My 'Nonsense' is tingling. I don't do magic." Spider-Man said sitting down on a chair.

"Well this guy is still a threat, everyone's asleep and we need to save them. Beating Nightmare is the only way to do it." Naruto said as Strange brought an amulet that had an eye open on it.

"Eye of Agamotto! Pierce the veil with your sight!" He threw the amulet having it bounce around the room before hitting Strange having his clothes change to have a cape with a high collar, a tight blue shirt with a light blue design o the chest, flame-like design around his hands and a red sash around his waist.

"Prepare yourselves. We're going to enter the Realm of Dreams, and stop Nightmare! Or else, humanity falls." Strange said as a portal came down on them showing a world with endless walkways and doors.

They walked forward as Strange floated forward before Spider-Man went in a door showing White Tiger was in class and failing.

"She can't hear you, that's her dream self," Strange said as Spider-Man tried to get to the heroine.

They continued coming across Power Man's nightmare of holding a skyscraper from falling on his team and was slipping. And Nova who was in a room full of white bunnies with pink eyes revealing he has Leporiphobia.

They walked out as Spider-Man surrendered his 'magic isn't real' argument before hearing a deep chuckle behind him.

Looking back, they saw Nightmare wearing green clothes riding on a black horse and holding a black sword that's hollow in the middle.

"Oh, that's an ugly bastard. No wonder he's called Nightmare." Naruto said getting into a stance. Only to have the walkway throw him into a door.

Naruto looked around and saw that he was back in Konoha. "You know, coming into my 'nightmare' wasn't wise," Naruto said as everything went dark, and Nightmare saw two large, red, slitted eyes.

Naruto then walked out the door to see a sickly looking Nightmare before he heard Strange say the spell was broken before each of them hit Nightmare and then found themselves back in Stange's house where Nightmare was caught by the box Spider-Man knocked dopen earlier and was pulled in by the tentacles.

"Is he gone for good?" Spider-Man asked as Strange picked the box up and saw a small glass opening showing Nightmare was trapped.

"No. There will alleyways be nightmares, it's a part of who we are. But when we face them. We can overcome them. And be stronger for it. You taught us that, Spider-Man, thank you. Speaking of nightmares, have you had the one where you should get back to school before anyone notices you're gone?"

 _Midtown High._

Naruto, Peter, and Danny slept in the detention room, Peter holding a top hat. The others then walked in not knowing what happened other than just falling asleep before Sam ran to Peter with a marker.

"How do you spell doofus backward?" He asked before a rabbit popped out of Peter's hart. "AHH! THE EYES!" He yelled running out of the room.

"Sweet dreams," Peter said opening his eyes with a smirk.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781, Chaos-PSD, Arkham Knight22, and Ryan L. Spradling.**

 **Well, I have nothing to say for this ch as it didn't seem right to put up the same A/N in both Ch which I did at first but that's a habit from uploading a ch. for all stories at once.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	12. Chapter XII: School Hazards

**Disclaimer: I don't own Naruto or Ultimate Spider-Man.**

 **Beta: Jebest4781, Chaos-PSD, Arkham Knight22, and Ryan L. Spradling.**

* * *

 **Chapter XII: School Hazards.**

 **Last Time.**

 _"Is he gone for good?" Spider-Man asked as Strange picked the box up and saw a small glass opening showing Nightmare was trapped._

 _"No. There will alleyways be nightmares, it's a part of who we are. But when we face them. We can overcome them. And be stronger for it. You taught us that, Spider-Man, thank you. Speaking of nightmares, have you had the one where you should get back to school before anyone notices you're gone?"_

 _Midtown High._

 _Naruto, Peter, and Danny slept in the detention room, Peter holding a top hat. The others then walked in not knowing what happened other than just falling asleep before Sam ran to Peter with a marker._

 _"How do you spell doofus backward?" He asked before a rabbit popped out of Peter's hart. "AHH! THE EYES!" He yelled running out of the room._

 _"Sweet dreams," Peter said opening his eyes with a smirk._

 **Now.**

 _Midtown High, Morning._

"Yes, the science fair. I cannot stress how important this is." Coulson said as he looked into a beaker of green water. "The winners head to the State Finals and eternal glory. Plan well. I am splitting you into teams. Sam Alexander and Ava Ayala are a team."

Naruto looked to see Ava wearing a pink tunic with a black shirt groaned as Sam, who was sitting beside her, woke up.

"Harry Osborn and Danny Rand. Luke Cage and Peter Parker. And Naruto Uzumaki and Mary Jane Watson." he finished as the others, minus Naruto and M.J., celebrated.

"Any idea on what to do?" Naruto asked hands behind his head.

"No, but why don't we meet at my house to think of something?"

"No thanks, you're room has just way too much pink."

"It does not!" She yelled back at her friend.

"The only things not pink are the light bulbs and the mirror." Naruto retorted as she huffed.

Later that day, Naruto and M.J. were coming up with ideas in his kitchen before settling on one concept for a project dealing with lasers.

They spent the next couple of weeks building two platforms that are see-through green in Naruto's basement before fine-tuning what they had.

 _A Week Later, Midtown High Gym._

Naruto was walking around looking at the different projects before seeing his teams. Danny and Harry made an x-ray camera. Ava clearly did most the work on hers and Sam's as it's a machine that'll freeze carbon emission. And he saw Luke looking around on an empty table.

' _I'm guessing Peter volunteered to do it himself._ ' Naruto thought remembering times when he and Peter were partnered for a science class project he usually took over.

Suddenly, he saw Peter run in to talk to Luke before leaving again.

"What's this?"

Naruto looked back to see Coulson was looking over the projects before the fair started and walked to his and M.J.'s.

"Step back behind the line." Mary Jane said going behind their posts that are set up 5' from each other at his and M.J's table.

Naruto walked behind the posts and picked up an apple as Sam had walked over. "Catch!" Naruto threw the apple at Sam who flinched before the apple was sliced into paper thin slices.

"Laser-induced plasma?" Ava asked as Naruto hit a button on one post showing a multicolored wall between the posts.

"Yep. With a little magnetic confinement. Ultra-precision."

Thirty minutes later, Peter with a backpack ran in just as Ava's project sprung a leak, blasting Sam, and froze his hair.

Peter brought out a gray brick before talking to Luke and both missed the brick grow a small body, and jump off the table before eating some papers on the floor. It started eating anything on the floor and grew with every bite.

"AAH!"

Naruto and the others looked to see the brick grew to 7' and was muscular with a mouth.

"Holy shit!" Naruto yelled as everyone else panicked.

"It's called the Awesome Android. An extremely dangerous piece of equipment." Coulson explained to Peter and Luke as the Android started eating the tables and projects.

"Awesome Android? More like Awesome Andy." Peter said as Andy ate a large model of Earth.

Coulson then explained that Andy, only had the intelligence of a two-year-old child before trying to get Andy's attention with his keys as Luke threw a table at Andy.

"No!"

Andy ate the table and grew a little.

"Uh, sorry. I was just trying to help." Luke said as Coulson looked back.

"It uses inorganic matter to fuel its growth. The more it consumes, the more it-Hey!" He was then grabbed by Andy and was eaten.

The others stared at Andy who looked sick before a nude Coulson fell out of his left leg and covered himself up with several large posters. "Nothing to see here. Carry on." He said walking out of the gym as Andy grew two stories tall and broke through the wall to the outside.

And started eating vehicles having him grow to tower over the buildings. Shinobi and the others in costumes ran out to see Andy sitting down eating. Naruto's eyes widened seeing Andy get up to run to the train tracks.

"Team, move!"

Andy then broke the section of tracks to stand in front of a train that was moving towards him.

"It'll be close, but I can-!" Spider-Man stopped as he threw his hands out to use his webs only for nothing to happen. "Oh, yeah, forgot I'm out of webbing!" He said before explaining he's been fighting the Juggernaut the past few days and forgot to make more webbing.

"Nova, Power Man, you're up!" Naruto yelled as Nova grabbed Power Man and flew up towards the train before dropping him.

Power Man pushed against the rain as soon as it got to him as Nova flew beside him to help stop it. Spider-Man and the others caught Andy's attention having the android walk to them just as the train stopped at the missing section.

"Spider-Man!"

Naruto blinked before seeing a very muscular man with towering height. He's wearing an all red outfit with a large dome-like helmet.

This is the Juggernaut, real name Cain Marko, a dangerous criminal with unbelievable strength.

The Juggernaut then ran to the heroes who jumped out of the way and hit Andy who, now angry, picked him up and ate him. He then came out of Andy's foot without his clothes and was then met with a _Rasengan_ (Spiraling Sphere) that sent him flying into a steel beam of the tracks, knocking him out.

"Well, that happened," Naruto said as the angry Andy started breaking everything and screamed as he stepped on an ice cream truck, and had his foot shrink.

"Look at his foot. It shrunk. Something in that ice cream affected his mass."

"He doesn't like ice cream? Who doesn't like ice cream?" Spider-Man asked as the others noticed a leaking tank freezing the ground.

"No. It's the cold from the tank! Coulson said he's made up of highly expandable compounds. They must shrink when they're cold." Power Man said to the others as Naruto looked to White Tiger.

"Don't you have a project that does that?"

"I got it. Spidey, you're with me, we gotta whip something up in the lab." Power Man said running back to the gym.

The others did their best to keep Andy's attention on them before Spider-Man wearing Ava's project on his back ran over to them. Power Man ran over, grabbed Spider-Man, and threw hi to Andy who ate Spider-Man before he threw up everything he ate and shrunk down to his brick size.

Later, S.H.I.E.L.D. flew down and took Andy and Juggernaut away as Coulson got on wrapped in a blanket. Naruto walked back to the school as both Power Man and Spider-Man walked on the jet to take the blame for taking Andy.

 _A Few Days Later._ ( **1.** )

Shinobi, deciding on doing some solo work, was driving through traffic on his bike as a group of men in black and blue flying armored suit flew in front of him two holding a locker of jewelry.

"Today's not my day." He said having stopped several robberies before coming across this group.

One man turned and fired electricity at him from a gauntlet on his hand having Naruto throw several shurikens, hitting their jet packs leaving only two, who were carrying the locker. They two flew over the parked cars having Naruto pull a wheel stand and jump in the air before flying his bike after the duo.

"AAH!"

Naruto noticed a teen girl with short blue dyed hair in a grey beanie, sleeveless top, pink hand tape, grey jean short shorts, knee-high black socks with grey tennis shoes about to be hit by a falling sign.

He hit the thrusters before grabbing the girl and put her on the back of the seat.

"Y-You saved me?"

"Of course, that's my job."

He then saw the men go in an alley and stopped the bike. "Wait here, I'll get them."

Naruto walked over to the now walking men before jumping over and kicked one man into the wall, knocking him out. And then saw his partner trying to take the locker. "Would have been easier to drop the box," Naruto said before punching the man. "OK, time to get to school..." He trailed off walking back to his bike and found it was missing.

"Damn, she's got guts to steal an Avengers bike," Naruto said before running up the wall. "I wonder if another hero had that happen to them?"

 _Midtown High._

Naruto looked at the top of the school and raised an eyebrow at the banner that was now on it.

 _Crime Prevention Week_

"The universe is laughing at me right now."

After school and having classes projects about preventing crime, Naruto changed into his costume before hearing a report on a bank being robbed. Once getting there, he raised an eyebrow at a large robotic Spider piloted by two men in the same armor as before walking out.

"What the hell?"

Naruto created a clone and both jumped on the spider, got to the pilots and pulled them out as the spider robot powered down. "That's what you go with? A big ass slow-moving robot?" He asked before tying them up and left on patrol.

And missed a man in an alley looking at him.

Naruto spent the rest of the day stopping petty crimes by teens and adults before calling it quits and went home to sleep.

 _Next Day, Midtown High._

Naruto walked up to Peter and M.J. who were sitting at the top of the bleachers to watch the football team practice. Only for Flash to cry out as someone stole all of the school's equipment.

' _Crime prevention my ass. Just in the last 24 hours, I stopped pretty much every crime there is. Even a couple of new ones._ ' Naruto thought sitting on M.J.'s left.

"Really beat up about this, ain't he?"

"Even the cheerleader's pom-poms got stolen," M.J. said looking at a paper.

"Oh, those fiends!" Naruto said looking to said cheerleaders who were just sitting at the benches.

Later that night, Shinobi patrolled before seeing the girl who stole his bike, riding his bike wearing pink goggles.

"Hey, nice looking girl on superhero bike! Get back here!"

He jumped over and saw that the girl had gone into a warehouse before dropping and saw his bike. He walked in and up to his bike before jumping back to dodge a whip.

"Who the hell are you three?" He asked as soon as he looked up, he saw three men, one wearing a dress vest over a red buttoned shirt, black pants, shoes, and gloves.

"I'm Fancy Dan."

The next man was wearing a cowboy hat, green leather duster coat, white shirt, jeans, and cowboy boots.

"You can call me Montana, partner."

The last man was muscular wearing a yellow shirt with a button collar and cargo pants.

"I'm Ox."

"OK, well-!" Naruto stopped before grabbing a foot as Dan tried to kick him and threw him against Montana before dodging a punch from Ox.

Naruto then slid on the ground to Ox and kicked his knees forcing him to the ground.

"Hold it!"

Naruto looked to see a man in a brown suit, with a black undershirt, light blue tie, and a brown hat. He also has a black mask with white lines on the mouth.

"Shinobi! A pleasure to make your acquaintance. I am... Crime-Master. You seem like a smart kid… So you might have figured out the recent rash of crimes… was all my doing."

"Nope. But I did think this was someone's doing. So you're taking responsibility?"

"Crime… Master." Crime-Master said before he and the others brought the bike over. "This is my city now. And you my dear boy, are either with me or against me. Join me, and you'll be one of my star players. I'll let you mull my offer over." Crime-Master finished as he and the Enforcers walked away.

"He really doesn't know me, does he?" Naruto asked out loud before leaving and saw the others were gone.

 _A Few Days Later Midtown High._

Naruto walked inside after hearing a news report on a Guardian Security taking charge of the crimes. ' _That Crime-Master's probably in charge of that. Gets paid to stop the crime he starts and even keeps anything he'll say was 'Lost'._ ' Naruto thought as the crime rate started to go down, and the security force taking the credit for the last few crimes he stopped.

"OOF!"

M.J. ran into him holding a tablet showing the security. "Sorry, didn't see you there." She said before Naruto grabbed the tablet.

"Hey, I was there! Shinobi stopped the jewelry store robbery before they came and arrested them after the fight."

"That wasn't in the report."

"You saying I'm a liar?" Naruto asked looking up at the reporter.

"No! It's jus-!"

"Jameson putting the spotlight on this team as he has his support on them over Spider-Man," Naruto said before seeing a school video of his alter ego being voted as the most cutest hero by the girls.

Later that day, Shinobi saw the Enforcers getting protection money from a pawn shop before going in. "OK, guys, surrender now."

"Well, if it isn't-!" Montana stopped as a bolas wrapped around him before three more wrapped around his arms and legs.

Ox ran to Naruto who jumped over the man having him run outside, and into two clones with _Rasengans_ (Spiraling Spheres) and hit him. To the wall, knocking him out.

"Heh! A de-powered one was enough to take him out!" The clone said as Fancy Dan was tossed out tied up as well.

Naruto then ran off as Guardian Security came up in vans.

Later that night, after interrogating several criminals, Naruto found out the Crime-Master works off an old ship at the harbor before dropping on it. Naruto nodded his head as his vision turned back before a white sonar ring went out across the ship showing highlighted people in white. Nodding again, he turned his vision off before crawling on the rafters after dropping through a hole.

He then watched Crime-Master go into an office where a commercial for Guardian Security played showing the founder, a man with blonde hair and blue eyes.

Naruto saw Crime-Master start to take off his mask before hitting a button on his watch and he recorded everything he saw.

Crime-Master looked up after taking his mask off revealing he's the founder of Guardian Security and made up the plan of not only profiting on crimes, but to stop them, and let the criminals go for a cut of what they stole.

' _And uploading to every news outlet and police computer. And..._ ' Naruto trailed off and a moment later, S.H.I.E.L.D. surrounded the ship taking everyone into custody.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781, Chaos-PSD, Arkham Knight22, and Ryan L. Spradling.**

 **1\. Issues for the tie in comic.**

 **Sorry not all my stories have been updated, betas for the One Piece and RWBY have been busy. I do have a chapter for each though. And one for my new story Hero Rising: Next Generation which will go up next Friday and will update on the last Friday/weekend of the months leading to June.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	13. Chapter XIII: Rival Schools

**Disclaimer: I don't own Naruto or Ultimate Spider-Man.**

 **A/N: You'll notice that two betas aren't on the mention. That's because they haven't talked to me since late December for one and early Jan for the other. Both said their internet has been bad. Hopefully, that's still the case and it doesn't feel right to put them up when they're not looking the Ch.'s over.**

 **Also, sorry that my One Piece and RWBY stories haven't been updated the beta for them has been busy and real life has to come first.**

 **Beta: Jebest4781, and Chaos-PSD.**

* * *

 **Chapter XIII: Rival Schools.**

 **Last Time.**

 _Later that night, after interrogating several criminals, Naruto found out the Crime-Master works off an old ship at the harbor before dropping on it. Naruto nodded his head as his vision turned back before a white sonar ring went out across the ship showing highlighted people in white. Nodding again, he turned his vision ff before crawling on the rafters after dropping through a hole._

 _He then watched Crime-Master go into an office where a commercial for Guardian Security played showing the founder, a man with blonde hair and blue eyes._

 _Naruto saw Crime-Master take off his mask before hitting a button on his watch and he recorded everything he saw._

 _Crime-Master took his mask off revealing he's the founder of Guardian Security and made up the plan of not only profiting on crimes, but to stop them, and let the criminals away for a cut of what they stole._

 _'And uploading to every news outlet and police computer. And...' Naruto trailed off and a moment later, S.H.I.E.L.D. surrounded the ship taking everyone into custody._

 **Now.**

 _S.H.I.E.L.D. Heli-Carrier, Night._ ( **1.** )

Shinobi and the Team walked out of a training regiment as Power Man and Spider-Man kept up on Midtown High who were having a homecoming football game on their phones. Naruto brought his phone up after it vibrated as Nova was talking about getting lessons in espionage with watches that can project holograms, full body suits that can change into any outfit.

And a paper that shows what the person who reads it wants to see for documents, permissions, or fake information.

Naruto saw M.J.'s picture before answering. "Hey, are we winning? Sorry that we can't be there, study session."

" _Naruto it's horrible! Everyone's crying. Liz has to look at cat videos on the internet to keep herself together_." M.J. said before Naruto heard another girl speak up.

" _(Sniff!) You are the only good thing in my life Mr. Purrface._ "

"What happened to cause Liz to do that?" Naruto asked raising an eyebrow under his mask.

" _The homecoming game has completely stopped because the football players are too upset to play. Musty the Mustang…_ _H_ _as been kidnapped!_ "

"By the other school? Isn't something like that common? Steal the other school's mascot to have the team too distraught to play?"

 _Brighton Beach High, Brooklyn._

In a storage room of the high school, light is shined down on an old miniature horse being inside a crate.

"Is it me or is this thing kind of dusty?" A female voice said as a male voice continued.

"Gentle! He must be older than the Earth itself!"

"You are incorrect! Earthmen are so dumb!" Another male voice said as the man putting the horse in the crate spoke up.

"I'm bein' gentle! Got meaty hands. Here ya go lil' guy."

Suddenly, the lights turned on showing six teens in costume.

The first is a boy wearing a black suit with purple armor and mask showing his mouth and showing he's African-American.

"Mission accomplished?" He asked as his hands glowed with purple and black energy.

Beside him is a girl wearing a black costume with a piece of fluff on her chest and piece of fluff at the back which is like a tail and her mask has pink eyes and long rabbit ears.

Beside her is a boy wearing a red and black costume and his mask resembles the look of a skull.

Beside him crouching by the crate is another boy wearing armor which is green a black and his mask has three eyes on each side.

On the other side is a boy as large and muscular as Luke is and is bald with a patch of blue hair. He's wearing a blue and white costume with gauntlets.

"If the mission was to steal the mascot of Midtown High."

They looked to see a woman with a helmet and a blue visor with moving words on it as well as a small map in the bottom. She has long blonde hair pulled in a ponytail and wearing a black full-body suit with armor on the chest, elbows, shoulders, shins, and knees.

She's wearing combat boots and a red utility belt with two katana's on her back in an 'X'. ( **2.** )

"Then yeah, the mission was a success."

 _S.H.I.E.L.D. Heli-Carrier, Next Morning._

"Now, I know there's been concern about the kidnapping of Midtown High school mascot, Musty the Mustang." Fury said to the Team in the training room. "Since you all attend school when you're not training to be better superheroes, I understand that this might feel personal. Also, that horse… He is cute, truth be told."

"I have two updates for you on this matter. One, Springdale High, the opposing team on the night of the game, say they had nothing to do with this and have pledged their full support. Two, Principal Coulson and I have decided that S.H.I.E.L.D. and thereby you, will not be involved with the recovery effort."

"Hey wait!" Spider-Man said waving his hand getting Fury to sigh. "White Tiger, Iron Fist, Nova, Power Man, Shinobi, and I are the superheroes of Midtown High. We're its Avengers! It's our sworn duty to avenge it from supervillains, monsters, and horse thieves!"

"No, it's your sworn duty to study with S.H.I.E.L.D. and become better superheroes, Spider-Man. There won't be any more discussion. You're dismissed to study hall." Fury said as the lights went out for a moment then came back on to show the training bots that attacked.

"I dunno, maybe Fury is right. I mean, would it really be worth dispensing my awesome cosmic powers to find some dumb old horse?" Nova said crashing through a bot.

"Musty is not some dumb old horse, Nova! Musty is a symbol of our school who's brought smiles to faces for years!" Spider-Man said dodging a blast. "Specifically the face of a smart and charming red-head. But Nova's right. I don't need you guys. I used to be a solo act. Fury should let me go. Alone!"

Naruto watched from the sidelines before Iron Fist spoke. "Though I have much respect for your skills at punching, jumping, and throwing shade at fools. perhaps you're not ready to solve such a mystery alone."

"What?! Dude I'm an expert mystery-solver! I figured out the ending to Transparticulators 4 without seeing it."

"Because it's been the same damn movie!" Naruto said as he leaned against the wall.

"OK, maybe I can use the squad's brainpower on this. Luke, are you in?" Spider-Man asked Power Man who ripped a bot in half.

"Honestly Spidey, you're my bro and all… but I actually don't like being around horses."

"Because you're scared of them!" White Tiger said as she landed by the others.

"There's a difference between scared and being allergic to them." Power Man said punching another robot.

Naruto saw that one by one, everyone did agree to help, even Power Man. "Then let's get the holo-watches and bodysuits to hide our real selves."

 _Brooklyn._

A light flashed in an alleyway revealing the Team in disguises.

Naruto was wearing black jeans, black and white tennis shoes, a red shirt and black baseball hat and used his watch to hide his whiskers via a hologram.

He then looked back and deadpanned. "Really?" He asked looking at the Team.

Luke was wearing a black beanie, a black shirt with ' _Brooklyn Rulez_ ' on it and cargo pants.

Sam Was wearing a jean jacket with the sleeves rolled up, headphones on his shoulder and an orange T-shirt with ' _Brooklyn Is My Home_ ' on it.

Peter was wearing a black jacket with a blue hood, grey shirt and a baseball hat with ' _I Heart BK_ ' on it.

Ava is wearing a pink beanie with a pink shirt that has ' _Keep Calm And Love Brooklyn_ ' with the left shoulder hanging loosely off her shoulder showing a pink strap, jean short shorts, and black ripped stocking with tennis shoes

Danny is wearing a green jacket with the hood up and a white shirt with ' _I Do, In Fact, Live In Brooklyn_ ' on it and jeans.

"I mean sure, you don't need to mess with your faces but the Brooklyn clothes are a bit overkill. OK, let's get to school."

 _Brighton Beach High School._

After taking a bus to the school, they were stopped at the entrance by an African-American teen boy wearing an orange shirt, blue jeans, and a hall monitor sash.

"Hall passes?" Naruto showed him the glowing Psycho-Suggestive Paper. "OK, and it's signed by all the teachers! Go on inside. You are clearly of Brooklyn, my friends!"

They walked inside as Naruto looked over his shoulder. "Ask around but don't seem suspicious."

The team split up to gain the trust of the students to get information on the whereabouts of Musty the Mustang. They fail to get answers and then meet up at lunch at an empty table.

"You alright, Sam?" Luke asked Sam who was depressed after asking out every girl he saw in the halls.

"I was once a man."

"I shoulda been like, 'Whatever! I don't care what you think'!" Ava said sitting beside Sam, arms crossed across her chest as she talked to a group of girls at another table.

"Truly, spy work is not as cool as advertised by secret agent men," Danny said sitting at the end after talking to teens at the line for lunch at Peter walked over to them.

"What, you think this is like the movies? Come on, those people in those movies are dumb. It takes time to get info. So we should probably look in every empty room there is here." Naruto said eating his lunch before five teens walked over.

"Hey, new kids..."

Naruto looked over his shoulder as one of the teens spoke.

He is Caucasian with short brown hair. He's wearing blue jeans, a green shirt, and a red jersey.

"Cafeteria is kind of crowded today. Mind if we sit with you? My name is Paul." Paul introduced himself as he introduced his friends.

Beside him is another boy with shaved red hair and blue eyes. He's wearing green pants, a grey shirt and a purple jersey with a B on it.

"This is Jason."

Beside him is an Asian girl with short black hair and black lipstick. She's wearing a blue shirt with a rabbit on it, a black jersey and a grey skirt with black stockings.

"And Mimi."

Beside her is another teen boy. He is an African-American with brown hair and gold eyes. He's wearing greyish-greenish pants, a yellow shirt with a green and white sweater vest and a beige jersey.

"And that's Serge over there."

And the final teen is a boy who is muscular like Luke with a blue mohawk. He's wearing back pants, and a white greyish shirt with a blue jersey.

"And that's Lou. Or Big Lou. Or Loulou."

"Loulou," Lou spoke up what he preferred to be called.

"Sure. I'm Naruto. That's Peter, Danny, Ava, Sam, And Luke." Naruto introduced his team as the teens sat and they started to talk and make fun of their principals before Naruto noticed Luke started talking a little hoarsely.

Before he could comment, Luke sneezed sending food on the others and another teen at the table behind them.

"FOOD FIGHT!"

Later, Naruto, his team, and Paul and his friends walked down the hall behind the lunch lady to talk t the principal for starting the food fight. However, before they got near the office, Mimi chopped the back of the lunch lady's neck, knocking her out.

"What the hell?" Naruto asked as Jason's fist glowed red.

"We know why you're here. And we can't have witnesses..." Jason said before punching the floor. "To the Skull Punch!"

Naruto grit his teeth as red energy wrapped around his limbs before breaking through and looked at the teens. "You guys took Musty! That explains why Luke was sneezing and hoarse around you."

"Yeah, and we appreciate it if you would take your whipping and not mention this to Principal Staine," Paul said before looking to Naruto. "You see, despite your convincing disguises as true Brooklynites, we don't think you're what you appear to be. Which is cool..." Paul trailed off as a bright light blinded the Team for a second before they saw the others in costume.

Paul is in the green armor, Jason is in the red skull costume, Mimi is the black bunny, Serge is in the purple armor and is flying and Lou is in his costume with gauntlets.

"Because neither are we!"

"Evil clones!" Peter said before Ava spoke.

"Which one is mine? The bunny? Please, not the bunny!"

"She is animal themed!" Naruto said as the group charges them.

"I got 'em Arachnikid," Jason said, fist glowing red.

"OK, team. Let's go!" Naruto yelled bringing up his watch as the team attacked.

"I'm Black Bunny. That's Overcharge." Black Bunny introduced her and Lou who smashed the floor.

"I'm Dark Matter, master of the Darkforce!" Serge said attacking Ava with a purple beam as Jason attacked Luke.

"And I'm-!"

"Skull Punch, we got it!" Luke yelled as they all glowed to reveal they're wearing their costumes.

Naruto took a step forward, only to lean back as a black kunai hit the locker. He looked to his right and saw the costumed woman before raising an eyebrow. "OK, wasn't expecting one for me as the others have powers or moves that seem to be matching my team so I'll go easy on you-!"

"Fūton: Kūki Dangan! (Wind Release: Air Bullet!)"

Naruto dodged small balls of air before looking at the holes in the locker, and slowly looked back at the woman. "How?"

"That's a secret! Name's Jumper!" Jumper said with a two finger salute.

Naruto dashed as the others dealt with their counterparts before quickly pulling out two kunai's to block strikes from Jumper's swords. He jumped back as she threw her blades out and had blades of wind coming off of them. He looked back as Spider-Man was punched through a wall before hearing Skull Punch speak to Iron Fist.

"Hope you have room in your stomach for your teeth, you cheap knockoff!"

"Cheap knockoff?!"

"You hear that, Shinobi? They're calling us cheap knockoffs!" Power Man said uppercutting Overcharge and had him hit the ceiling.

"I heard!" Naruto said before pulling his mask over his mouth, did several hand signs and shot a stream of fire at Jumper who jumped back having the sprinklers go off and had the students and teachers leave the building.

"So, you're getting the people out?" Jumper asked as Naruto fixed his mask.

"Yep, you're a smart one ain't ya?" He asked getting Jumper to glare behind her mask. "Get the horse! We don't need to fight them!" He said before they each disappeared in the crowd using their holograms to blend in.

As soon as they got to another hall, they changed back into their costumes just as Power Man started sneezing at a closet door. "Musty must be in there," Naruto said opening the door.

And saw Musty eating hay. Naruto reached for the horse, only to jump back as Jumper took a swipe with her katana, as her team attacked. Dark Matter used his powers to freeze Nova in place as Black Bunny easily dodged Tiger's swipes and kicks. Naruto looked to see each of their counterparts easily fought or countered his team's moves and powers.

Even Arachnikid was able to mess with Spider-Man's spider sense to attack.

"When the Maggia discovered S.H.I.E.L.D.'s young hero program, they set out to make their own version to ensure they didn't get left out in the dust. They recruited us from this school." Arachnikid said dodging Spider-Man's webs. "I'm the answer to you, Spider-Man. I've been trained to combat your powers, your attitude. I was made to beat you. And now, I'm ready."

He then went on to explain that their principal didn't think they were ready so he stole their mascot to lure them in to prove him wrong.

"And you…?" Naruto asked his counterpart who shrugged.

"Paid to take you on."

"Makes sense since you can use Jutsu. But how did you get here?"

"Secret!"

Naruto just smiled as he hit his watch having the team look like him before they attacked, having her team get confused on who to fight before they each changed into each other. Musty, just walked to his trough and took a drink as the real Naruto grabbed Jumped after he got behind her and threw her against a wall.

He saw the others take care of their counterparts before dashing out with his team to get Musty. And missed a man appearing beside Jumper who disappeared in a cloud of smoke.

"All you had to do was listen to me."

"Principal Staine!" Arachnikid said looking over his shoulder.

Staine is a Spanish man who is buff with a black beard and comb-over hairstyle. He's wearing a red jersey under a grey suit.

"(Sigh) I got some experience in this kinda thing. I know when to lay low. And I know when to strike. Paul Palmer, Jason Grimm, Mimi Lapin, Serge, and Louis Marko. I ain't interested in what you got to say. Now, who wants to explain why S.H.I.E.L.D. Agents interrupted me in the middle of my tea?"

 _S.H.I.E.L.D. Heli-Carrier._

Shinobi stood in a room with Coulson as Staine and his team was handcuffed with power dampeners.

"I'd just like to point out principal Coulson, sir. That these students acted on their own." Staine said as Naruto walked to him and pulled out a thick file and DVD.

"And everything on these says otherwise. Detailed accounts on your meetings with not only the Maggia but every criminal in our database. You won't be seeing sunlight again Staine. Or should I say Giacomo Fortunato A.K.A Jimmy 6?" Naruto finished dropping the file that had a chibi Jumper on it giving the peace sign.

Walking out, his phone vibrated before he picked it up showing Musty was walking out on a stage beside Stan.

" _Wish U Were Here. MJ_ "

Naruto smiled as he walked to see his team hearing Fury suspend them for a month on going anywhere. "Heh! It was worth it."

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781, and Chaos-PSD.**

 **1\. An issue from the tie-in comic.**

 **2\. She's an OC by Chaos, I won't spoil anything here but if you want to know more about her, just shoot me a PM or ask in a review so I can reply.**

 **You've notice that two betas aren't on the mention. That's because they haven't talked to me since late December for one and early Jan for the other. Both said their internet has been bad. Hopefully, that's still the case and it doesn't feel right to put them up when they're not looking the Ch.'s over.**

 **Also, sorry that my One Piece and RWBY stories haven't been updated the beta for them has been busy and real life has to come first.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	14. Chapter XIV: Familial Issues

**Disclaimer: I don't own Naruto or Ultimate Spider-Man.**

 **Beta: Jebest4781 and Chaos-PSD.**

* * *

 **Chapter XIV: Familial Issues.**

 **Last Time.**

 _Shinobi stood in a room with Coulson as Staine and his team was handcuffed with power dampeners._

 _"I'd just like to point out principal Coulson, sir. That these students acted on their own." Staine said as Naruto walked to him and pulled out a thick file and DVD._

 _"And everything on these says otherwise. Detailed accounts on your meetings with not only the Maggia but every criminal in our database. You won't be seeing sunlight again Staine. Or should I say Giacomo Fortunato A.K.A Jimmy 6." Naruto finished dropping the file that had a chibi Jumper on it giving the peace sign._

 _Walking out, his phone vibrated before he picked it up showing Musty was walking out on a stage beside Stan._

 _"Wish U Were Here. MJ"_

 _Naruto smiled as he walked to see his team hearing Fury suspend them for a month on going anywhere. "Heh! It was worth it."_

 **Now.**

 _S.H.I.E.L.D. Heli-Carrier Night._

Shinobi crawled through the vents after getting on the Carrier an hour ago for late night training. Only to see it was captured by a group of men who are all wearing blue suits with a special yellow Zodiac sign on each of them. Some of the members wore the animal masks of the Zodiac's respective animal symbols on their suits. While others are wearing light brown cowls.

"I'm guessing these are the Zodiac organization," Naruto said quietly remembering reading up on various organizations that S.H.I.E.L.D. had their eyes on.

"AAH!"

Naruto stopped at a part of the vents that split into four and one vertical vent as Spider-Man dropped down the vertical vent.

"I'm also guessing he met our party crashers." Naruto then slid down and stopped on the ceiling seeing they were now in the trash room that also had water in it. "I've seen this somewhere." He said as Spider-Man looked up at the Avenger.

"What happened?" Spider-Man asked as Naruto flipped down.

"Don't know, I got here an hour ago but haven't found anything."

"They said Nick is dead."

Naruto looked at the arachnid-themed hero and raised an eyebrow at that. "Don't believe it until you see a body."

"Hey! Is that my label maker?" Spider-Man asked going to a label maker box that had a ribbon on it.

"It's where all label makers end up. Seriously, who gets those as gifts?"

Before anything else could be said, the room lit on fire having the duo jump up into the vents.

"Holy shit! That's new!" Naruto yelled before they crawled through the vent. "Can't reach anyone. They must be jamming the signal."

They crawled to the main control room and saw another man walking around. He's wearing a red suit, with a golden armor plate, white hood and is the only one to have a Scorpio sign as well as a black scorpion on the top of his mask.

"Scorpio," Naruto said before looking back as the Zodiac set the Heli-Carrier to self destruct.

"Get your asses in gear!"

The two looked at their watches and saw Fury without his coat and sweater on has come up on the screen.

"Hey Nick, what's up?" Naruto asked before rolling back as a Zodiac member shot through the vent with a laser rifle.

Both Naruto and Spider-Man dropped down, Naruto aiming his crossbow pistol as he looked around.

"Data downloading." A female computerized voice said as Naruto saw an uploading bar behind Scorpio.

Naruto and Spider-Man then attacked as Naruto shot several members with his shock ammo and punched anyone he ran past. He then grabbed one man by his neck and shot two more before pulling the first man up and shot him in the chest. While Naruto kept them busy, Spider-Man stopped the download at the computer with Fury's help and they both ran around the room.

Scorpio then fired at them with a large flat golden key, missing them and blowing a large hole in the front windshield.

 _BOOM!_

The heroes crawled through the vents as Fury explained that the key is the Zodiac Key, one of the ten most dangerous weapons on Earth. He then told them that he was in the medical bay on the 7th level of the Carrier before dropping down and saw a man with a Leo mask.

Naruto crouched walked over to the man before grabbing him in an inverted face lock and dropped his head on the floor before punching him with a chakra enhanced fist. They then came across three more men before Naruto silenced Spider-Man and created a _Genjutsu_ (Illusion Technique) and walked past them.

They came to a door and saw it was locked before Naruto pulled his crossbow and loaded his EMP bullets and shot the keypad. Looking down as the door opened, Naruto saw his string wasn't drawn before loading in his shock bullets and pulled on the string and locked it in place.

"What the hell?" Naruto asked looking at Fury who was tied to a table with a laser slowly going up from his feet. "Why do you have this in the medical bay?"

"Just press the red button." Fury said as Naruto walked to a console and pressed a red button that was lit up.

The laser turned off as Fury was let go before they walked to the next room where Fury brought up various weapons and armor. Naruto then picked up several clear green balls and a gauntlet on his right wrist as well as putting armor on his chest, back and shoulders.

He then looked to see Spider-Man put on a silver helmet, chest and black armor with a silver spider on the front and a pack that had a red spider on it as well as arm and leg armor. Fury took several guns and showed a tricycle motorcycle having him and Spider-Man get on and had it hover as the wheels turned on their sides.

Naruto saw his bike and got on it and they drove down the halls. Naruto saw Spider-Man pick up a red rifle and shot balls of webs at any Zodiac men they came across. Spider-Man and Naruto went to the top of the Carrier and Naruto threw the balls at men as Spider-Man followed suit with his.

They then trapped the men in bubbles that rolled around and several fell off into the ocean. Spider-Man then threw spider shurikens at men that had the legs come off revealing white thread that wrapped around them.

"Spidey look out!" Naruto yelled as he lifted his arm and had a clear round shield cover his arm to block a rocket from a rocket launcher.

Inside, Fury hid around a corner and turned invisible as Zodiac men ran out to attack Naruto and Spider-Man. He walked to the control room and sat at the computer before typing his password in and had a joystick come up before having the Heli-Carrier nosedived towards the ocean.

Up above, Naruto and Spider-Man dove into the vent just as they closed up as the Carrier hit the water and continued to the bottom. Once they got to the control room, they saw Fury shoot the Zodiac Key out of Scorpio's hand and swung over to tackled him to a leveled wall.

They fought as Spider-Man grabbed the Key and Fury knocked Scorpio to the ground before unmasking him revealing himself to be an African-American with short black hair.

Fury's eyes widen as Scorpio glared.

"Something wrong?" Naruto asked dropping down.

"He's my brother, Max."

"And this is far, far from over Nicholas!" Max said before diving into the water and had thrusters on his boots turn on and swam away.

Fury walked over and stopped the self destruct and had the Carrier start to fly back in the air.

"You alright?" Naruto asked looking to Fury who just stared at the window. "(Sigh) Where are the others?"

"In the brig, I just released them." Fury replied as Spider-Man walked over.

"Sorry about that, Fury. It totally sucks. Here got you something." He said raising the label maker box that was singed slightly from the fire.

"A label maker, you shouldn't have."

 _A Few Days Later, Liberty Island._ ( **1**.)

After dealing with Zodiac, Fury calls Naruto, Peter, and Luke and tasks them into going undercover with him as tourists.

"This mission should be easy. We need to recover a piece of missing tech which can generate a miniature black hole. Great for science. Bad if used for a weapon." Fury said in casual clothes before putting sunglasses on. "Help me search the place, it's been split into four pieces. Don't be noticed."

The four of them then split up and search for the pieces until Peter sees a squished penny machine with an "Out of Order" sign on it. "Huh? Why is my Spider-Sense going off?" He asked walking to the machine and reached for it.

And then fell through a portal hole that shows the above position of the Statue of Liberty. Peter manages to use his web to save it until the hole disappears. The squished penny machine crashes to the ground and reveals the first piece of tech that they've been looking for. A square exhaust.

Naruto and Luke ran over after hearing a crash and saw the piece before they ran to the men's room and changed into their costumes. As soon as they did, a portal opened up under all the stalls and had the heroes fall through and looked to see they were high in the air.

Standing on the crown of the statue is a man with pure white skin and covered in black spots of various sizes.

"At last... The first piece of the puzzle..." He then looked up to see the heroes, and the piece of tech fall down. "Is… mine?" The man then created a pure black portal that he reached up and grabbed the tech. "Gotcha!"

"The Spot!" Naruto yelled as they continued to fall before the Spot created one more portal in front of him having the heroes fall in before Spider-Man shot a web to grab the tech and pulled the Spot in and revealed he created a portal under the Gateway Arch in St. Louis.

"Every mission starts out simple but ends up complicated!" Power Man said as they fell.

Spider-Man and Naruto shot a web/grapnel and hooked on the top of the Arch and swung down just as Power Man landed in another portal and came out at another one close to the ground and fell through another on the ground having Power Man continuously fall. Spider-Man webbed him and pulled Power Man away from the portals before going to the museum under the Arch.

There they saw exhibits to the western expansion and the entrance elevators to go inside the Arch. And then saw the Spot at another smashed penny machine holding another piece of tech.

"Hold it!"

Spider-Man shot his webs, only for a black portal to appear in front of the Spot and another appears behind Power Man and had his webs attach to him instead. The Spot then created another and fell through having Naruto jump over and through it to and found himself in a dessert.

"OOF!"

Looking over his shoulder, he saw the others had dived in and hit the ground. "Never dive in head first. You never know how far you are from the ground. Let's start walking."

After walking for 20 minutes, they came across the Grand Canyon before a security guard dropped in front of them and explained the gift shop was being robbed. Spider-Man threw Power Man in the portal before it closed and Naruto dashed forward and when getting to the shop, saw Power Man surrounded by black spots with various objects hitting him.

He then saw a large hole on the floor and jumped down and saw he was in front of the Hollywood sign as both Spider-Man and Power Man dropped down as well.

"There's another," Spider-Man said looking at another spot by theirs.

Jumping in, all three dropped on top of a building before it fell apart and the heroes fell on padded mats.

"CUT!"

Looking to their right, they saw a camera crew before seeing the Spot walking through another large black spot. "There he is!" Spider-Man yelled running after him and all three jumped through to a giant gorilla movie set.

They saw the Spot controlling said gorilla robot they landed beside and chased after him through a giant lizard set and Naruto sighed before jumping and uppercutting the Spot as he tried dropping down on them. But not before he creates another portal having them fall through into the ocean.

"I'm done, I give up," Spot said as Naruto looked to him.

"You put us all through that and now give up? Why?"

The Spot reveals that his step-father is an agent of HYDRA who saw him as a chance of getting a promotion and that he studied him in hopes of harnessing and replicating his powers. He succeeded in experimenting on him and it gave him his powers but HYDRA had spread the pieces of the tech into four and separated it into four penny machines in different locations so that S.H.I.E.L.D. wouldn't be able to find it.

He explains that the problem is that the machine is linked to him and that every time it gets used, it weakens him. He reveals that he needed to get to it before HYDRA or it would hurt every time they used it. He reveals that since the machine is not waterproof, they are destroyed so that HYDRA will never use it again.

As he finished, Spider-Man pointed to a HYDRA battle-boat that is coming towards them. However, the Spot creates a portal hole to send the HYDRA battle-boat to another location. Naruto, Spider-Man and Power Man then bring the Spot after being picked up by the S.H.I.E.L.D. Heli-Carrier Fury. They explain everything to Fury and he sends troops to arrest the HYDRA agents.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **1\. An issue from the tie-in comic.**

 **OK, a ch update for this and Earth's Mightiest Ninja due to both using the Scorpio plot at the start, hope you enjoyed them.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	15. Chapter XV: Beetle Mania

**Disclaimer: I don't own Naruto or Ultimate Spider-Man.**

 **Beta: Jebest4781 and Chaos-PSD.**

* * *

 **Chapter XV: Beetle Mania.**

 **Last Time.**

 _The Spot reveals that his step-father is an agent of HYDRA who saw him as a chance of getting a promotion and that he studied him in hopes of harnessing and replicating his powers. He succeeded in experimenting on him and it gave him his powers but HYDRA had spread the pieces of the tech into four and separated it into four penny machines in different locations so that S.H.I.E.L.D. wouldn't be able to find it._

 _He explains that the problem is that the machine is linked to him and that every time it gets used, it weakens him. He reveals that he needed to get to it before HYDRA or it would hurt every time they used it. He reveals that since the machine is not waterproof, they are destroyed so that HYDRA will never use it again._

 _As he finished, Spider-Man pointed to a HYDRA battle-boat that is coming towards them. However, the Spot creates a portal hole to send the HYDRA battle-boat to another location. Naruto, Spider-Man and Power Man then bring the Spot after being picked up by the S.H.I.E.L.D. Heli-Carrier. They explain everything to Fury and he sends troops to arrest the HYDRA agents._

 **Now.**

 _New York City, Morning._

Shinobi watched as his team battled Trapster after he escaped prison as on the D.B.C. billboard J. Jonah was going off about a new villain; the Beetle, who also threaten him as he had video footage of him. Looking at the screen, he saw a man running on a building before using a jet pack to fly off it.

His armor, particularly the face, has the appearance of a beetle. It is coated in primarily silver and violet with green eyes.

The suit has several rib cages molded on and panels around the legs as well.

"Well, well, well. Ninja boy brought some more buddies. No problem, since the last time I juiced up my glue tank to make sure that this time you really stick around." Trapster said getting Naruto to groan.

' _It's like fighting Spider-Man._ ' He thought as Trapster attacked by shooting glue at the team who scattered.

"Don't run away, you should stick together!"

"OK Team! Operation: Glue Stick!" Naruto yelled out.

Nova flew to a crane that had a pipe on it and blasted it off. "You're up Web-Head!"

"Got it Sparky!"

Spider-Man swung over and shot a web on the pipe and threw it to Power Man before grabbing White Tiger and swung her behind Trapster. Her claws extended and sparked with electricity before slicing Trapster's tank. Iron Fist then knocked his guns away having them break as Power Man slammed the pipe down vertically having the Trapster come up on the top hole covered in his glue before Naruto jumped over and knocked him out with a punch.

 _S.H.I.E.L.D. Heli-Carrier._

The Team, without their masks, sat at the meeting table as Fury stood in front of them as a report on them defeating Trapster played behind him. "Impressive work with the Trapster. You're really coming together as a team. That's why I'm giving you your first sanctioned S.H.I.E.L.D. Op."

The Team cheered as that before a video of the Beetle came up. "The Beetle. Our intel on him is practically nil. And he wants to keep it that way. But one thing's for sure, he's not fond of being under the Bugle's microscope. He'll do whatever it takes to put a stop to it, so..." He trailed off as a video of J. Jonah played of him trash talking the Beetle and Spider-Man.

"Your first mission is to protect J. Jonah Jameson." Fury finished getting Peter to almost fall out of his chair.

"No, really. What's the assignment?"

Naruto then walked up in front as video of the Beetle continued showing him committing several crimes, breaking criminals out of prison, or working with them. "The Beetle's stolen weapons. Put the Most Wanted back on the streets. He's yet to be beaten, and won't stand for being outed by Jameson."

"Big deal, Jameson can't take care of himself?" Peter asked.

"He's probably in a safe room having all this run on a loop or something. Jameson isn't stupid. After being attacked several times by not only criminals but villains as well he'll have something set up." Naruto replied crossing his arms. "But we really don't know what the Beetle could do."

 _A Few Hours Later, Building beside D.B.C._

Shinobi and the Team stood on the rooftop overlooking the Bugle as a video of Jameson played of him explaining he doesn't need help and isn't afraid of the Beetle.

"You heard him. He said he doesn't need us." Spider-Man said trying to get out of the assignment.

"Well, I don't know about that." Power Man said arms crossed. "But I want a crack at the Beetle."

"We all do." White Tiger said as Naruto looked at the building. "Anyone of us could take down this loser."

"I'd dive bomb this bug, and in one righteous Nova blast, I'd send him crawling back to the stone age," Nova said as Naruto raised an eyebrow looking back when White Tiger spoke up after.

"Just give me a clear shot with my razor claws, and I promise you he'll fall to pieces!"

"Let him do his worst. He'll find himself on the business end of an indestructible knuckle sandwich that'll knock that creep into another state." Power Man followed after White Tiger.

"One encounter with my fist of iron and this beetle is retired."

' _Wow, so that's what that's like._ ' Naruto thought remembering he sometimes talked like that when he first started out in his ninja career.

"This is our first official mission, and you want to quit?" Tiger asked hands on her hips.

"To quit is to fail." Iron Fist said, one arm behind his back as he raised a finger with the other. "To fail is to-!"

"I was kidding, fortune cookie," Spider-Man said interrupting the martial arts master. "Well, sort of."

"Guys, don't underestimate your opponent," Naruto said before his phone vibrated before picking it up and answered it. "Hello?"

" _Hey Naruto, guess which multimedia building I'm heading to right now._ " Mary Jane said over the line.

"Don't tell me-!"

" _That's right! The Daily Bugle! That good word you put in for me paid off and now I'm interviewing for that internship._ "

"Really? Are you sure? Sometimes I think J.J. wants all his workers to be interns."

" _Bye Naruto!_ "

"(Sigh) bye. Mary Jane has her interview today!" Naruto said pocketing his cell.

"Tell her to change it!" Nova yelled at him.

"Ask her to change it." Iron Fist said raising a finger.

"Yeah, use that Uzumaki charm," Tiger said placing a clawed finger under his chin.

"Works for you don't it?" Naruto asked as she quickly took her hand away. "Look, when M.J. sets her mind on something, not even Fury could get her to stop. Looks like I'm going to do something drastic."

Down below, an out of costume Naruto dropped in a crouch behind Mary Jane before Peter followed and walked up beside her.

"Peter, Naruto? What are you doing here?"

"You know the situation with J.J. we're just here to make sure you'll be OK," Naruto said before Peter could speak, knowing nothing they said would stop her from talking to Jameson.

"That's sweet, Naruto."

"Meh, you're a friend."

They walked to the door and saw both Power Man and Iron Fist standing in front. "I'm sorry, but we cannot let you inside." Power Man said raising a hand to stop the trio.

"Indeed. That is something we are not permitted to do." Iron Fist finished before Mary Jane raised an eyebrow.

"Excuse me? I have an appointment in that building. One that could affect the entire shape of my future. And here you guys are, two costumed vigilantes, taking the law into their own hands, and barring a citizen lawful entry into a public building? Should make for a great expose." M.J. then pulled out a digital voice recorder and held it out in front of the two heroes in training.

"Now which one of you wants to go on record?"

The two said nothing having M.J. walk past them followed by Naruto and Peter.

"She's a real firecracker." Power Man said as the doors slid closed.

"Definitely a fire sign of some kind." Iron Fist said as a robotic beetle flew behind them and let out green gas, knocking them out.

Inside, the teens walked to an elevator that when it opened, revealed Nova was inside.

"Sorry, this elevator's off limits."

"Nova, what are you doing here?" Mary Jane asked as Naruto raised an eyebrow

' _Yeah, this won't stop her._ ' He thought as with Power Man and Iron Fist had a small chance of stopping Mary Jane.

He was brought out of his thoughts as M.J pretended to let Nova walk her out. And was pushed in as she quickly turned around and ran in. "Thanks!"

"Well, you're not welcome! Good luck you two, she's unstoppable." Nova said before the small beetle shocked him unconscious as the Beetle walked to him to make sure he was knocked out.

In the elevator, as the went up several floors, M.J. talked about her interview. Suddenly, the lights went out before they started falling.

"AAH!"

They then stopped before Naruto looked to the ceiling.

Up above, a crouching White Tiger sighed as she held a while out with a remote attached to a fuse box. "Whew! Wrong button." Putting the remote back, she closed the box and dropped through a vent and looked around the hall. "Where are you?" A shadow ran past the other end of the hall having the heroine turn and give chase. "There you are!"

She ran to the other hallway and looked around. "Where did he go?" She asked before the Beetle dropped down behind her and shot her with a shock wave, knocking her out.

Back in the elevator, M.J opened the door and walked out. "Let's go!"

"It's thirty flights!"

"And we won't get anywhere standing here." She said as they started walking up the stairs, Peter asking questions on why Mary Jane wants to work at the Daily Bugle due to her being a fan of Spider-Man while he hates him.

Several minutes go by before they reached the top and M.J went to the secretary as Naruto tried calling for the Team, only to receive no answer. "Shit." He cursed under his breath before walking to M.J., grabbed her, and pulled her to the door that's behind the wall separating the waiting room from the office.

He pushed her in before webbing covered the door, locking M.J in with Jameson before the two went into their costumes and looked around. "Ma'am, you should leave." Naruto said having the secretary leave "Take the stairs."

Looking back, Naruto noticed Spider-Man looking around trying to figure out where the Beetle will come in before pulling out his tonfa stick, extended them and flipped them to level with his forearms.

 _Ding!_

The elevator dinged before it opened and the duo was attacked by a large swarm of robotic beetles before Naruto jumped high in the air and saw the Beetle walk out of the elevator. Naruto then flipped to land on the ceiling and jumped at the Beetle and hit him with his tonfa stick with a forearm smash.

Naruto continued his assault as the Beetle blocked his strikes with his arms before Naruto threw his arm up and hits him in the back of the head. Naruto then spun the tonfa again to rest along his forearm and used it to block Beetle's punches and then kicked Beetle into the wall.

The Beetle then shot several small missiles at the Ninja who ran to the window wall and ran up it having the missiles hit it and blow up. Spider-Man kicked the Beetle out of the hole as Naruto backflipped onto the floor and looked at the city. He suddenly leaned back as the Beetle flew in while Spider-Man jumped up in the air.

Suddenly, Nova came through the floor under the Beetle and grabbed him by the ankles and held him upside down. The Team in and saw the damage before the Beetle hit his thrusters and flew down to the storage room where large tubes of paper sat.

Iron Fist dropped down for a kick, only for the Beetle to grab his foot and slam him down on the floor before White Tiger landed on his back. The Beetle threw her at Power Man who grabbed her as the Beetle hung on and pulled.

"Let go of me!"

The Beetle aimed his wrist gauntlet at her only for Nova t hit him with a blast as Naruto appeared and kicked him to the wall.

"Five against one?" Nova asked as the others joined Naruto before Spider-Man dropped down.

"Make that six, Nova."

"OK, Beetle, surrender now and we'll..." Naruto trailed off as a bunch of guns and missiles launchers came out of Beetle's armor.

"Six is not enough," Nova said as the Beetle fired on them.

Naruto dashed to the side and ran to the Beetle and jumped on him as he flew around before taking out a kunai and jabbed it in Beetle's jet pack several times before using the ringed end and hit Beetle in the back of the head, denting the helmet slightly after using chakra to up his strength. "Damn, thought that would work."

"Try Operation Glue Stick!" Naruto held Beetle before Power Man slammed one of the tubes onto the Beetle just as Naruto used a ball of webbing onto the opening having the Beetle blow it up. The Beetle then flew up but had Ninja wire wrap around him before Naruto yanked him down and had Power Man ax handle Beetle in the head knocking him out.

Later, Naruto in his civilian clothes walked outside with M.J. and Peter. M.J. explaining that when Spider-Man swung up, Jameson who was using a monitor in the office as he wasn't there went on a tirade about him and couldn't finish the interview as the D.B.C.'s billboards went off the air. Naruto smiled as he looked to see the Heli-Carrier floating above the D.B.C before following after his friends.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781 and Chaos-PSD.**

 **Well, I don't really have anything to add but to those that celebrate it, I hope you have a safe and Happy Easter... Oh! Also, there was/is a bug that has the site not giving e-mail alerts for uploading Ch.'s so if it seems like I haven't updated in a while, just check my profile, I will always try for a once a week/every other week update for at least a couple of my stories.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	16. Chapter XVI: Damage

**Disclaimer: I don't own Naruto or Ultimate Spider-Man.**

 **A/N: I decided on skipping Snow Day due to not knowing how to get Naruto on the island without him knowing it's a "Prison" or at the very least, know it's off limits.**

 **Also, there was/is a bug that has the site not giving e-mail alerts for uploading Ch.'s so if it seems like I haven't updated in a while, just check my profile, I will always try for a once a week/every other week update for at least a couple of my stories.**

 **Beta: Jebest4781 and Chaos-PSD.**

* * *

 **Chapter XVI: Damage.**

 **Last Time.**

 _Naruto dashed to the side and ran to the Beetle and jumped on him as he flew around before taking out a kunai and jabbed it in Beetle's jet pack several times before using the ringed end and hit Beetle in the back of the head, denting the helmet slightly after using chakra to up his strength. "Damn, thought that would work."_

 _"Try Operation Glue Stick!" Naruto held Beetle before Power Man slammed one of the tubes onto the Beetle just as Naruto used a ball of webbing onto the opening having the Beetle blow it up. The Beetle then flew up but had Ninja wire wrap around him before Naruto yanked him down and had Power Man ax handle Beetle in the head knocking him out._

 _Later, Naruto in his civilian clothes walked outside with M.J. and Peter. M.J. explaining that when Spider-Man swung up, Jameson who was using a monitor in the office as he wasn't there went on a tirade about him and couldn't finish the interview as the D.B.C.'s billboards went off the air. Naruto smiled as he looked to see the Heli-Carrier floating above the D.B.C before following after his friends._

 **Now.**

 _New York; Avengers Tower, Night._

Shinobi walked the halls of Avengers Tower before hearing grunting noises coming from the training room. Walking into the room, Naruto saw Black Widow training by dodging shots from turrets before hitting them with her stingers. As she finished after jumping in the air, she slid to a small metal table and grabbed a metal bottle of water before taking a sip.

"J.A.R.V.I.S., what's next on my daily productivity calendar?" She asked the A.I. as Naruto walked up behind her.

He did glance down to check her out as J.A.R.V.I.S. spoke. " _Re-calibrate stingers, memorize current International Criminals database logs, underwater breathing exercises._ "

She turned and aimed her right stinger at Naruto who raised his hands in mock surrender. "Whoa! Sorry, Widow. Didn't mean to sneak up on ya. Just came to see if you wanted a night off."

"Downtime? Tried it, hated it. Sorry Shinobi..." She said taking several steps to the side, placed the bottle down and threw her arms out as a green holographic target flew up in the air. "I'll stick to my calendar, thank you." She finished shooting the target having it disappear.

" _Stingers calibrated,"_ J.A.R.V.I.S. said as Widow looked to Naruto.

"And anyway, this is fun." She said resting a hand on her hip as Naruto just raised an eyebrow under his mask. "Yeah, OK, maybe a little downtime would be alright. Let's hit the town."

A few miles away, Naruto, carrying Black Widow dropped on a snow-covered rooftop as snow fell on the city before setting her down. "You should have brought your jacket," Naruto said rolling his shoulder as he had thermal wear under his clothes.

"Are you kidding? This is the only time of the year that the city reminds me of home." Widow replied crossing her arms under her bust, pushing them up.

"What was that childhood like?" Naruto asked, doing his best not to look down, knowing she would know if he was.

"I can't remember much before..." She trailed off looking away from him.

"The Red Room? Before you became the Black Widow?"

"I don't want to talk about it."

"I didn't have a happy childhood either. It's not something I like to think about either."

" _Shinobi, Widow. Come in._ " Iron Man came up over their earpieces.

"Go ahead, Iron Man." Widow replied bringing a hand to her ear.

" _We've got a Level 2 alert in your area, Abomination is... well, abominating again. Want some backup?_ "

Black Widow looked to Naruto before answering. "No, we got it."

 _Central Park._

"Rasengan! (Spiraling Sphere!)" Naruto hit a man who looks like the Hulk but with reptilian features with his attack sending Abomination through several trees and into the park before landing on him in a crouch.

"OK, I'll admit you were right… That was fun. And I needed it."

Looking over his shoulder, Naruto saw Widow standing behind him, arms crossed.

"Be more fun with burgers and dogs, my treat," Naruto said as his stomach growled.

 _S.H.I.E.L.D. Heli-Carrier Next Afternoon._

Shinobi without his masked walked into the decontamination room and saw his Team in the showers with full body bathing suits on.

"What happened? I slept in since Nova was supposed to wake me up for training today." Naruto asked as Fury turned to the young Avenger.

"Team decided on a snow day." Fury said and explained that the Team skipped out on winter training, to go to a beach.

And after a few hours of having fun, the gang met a prisoner Flint Marko A.K.A. Sandman as the beach was a prison for him. And the Team, when escaping accidentally brought him back before beating him. Naruto noticed that Sandman, now just sand was placed in a special containment unit that would keep him from reassembling by continuously spinning.

"So you all went to the beach… Without me?"

"It was a prison that Sam thought said, 'Classy'," Peter said from his stall.

"Really? When has there ever been a file that said classy? And still, you went to the beach without me?" Naruto asked before turning around as the team got sprayed with high-pressure water.

"You gonna tell them they don't need to be decontaminated?" Coulson asked as the trio left.

"Nope, maybe they'll think twice before skipping training next time." Fury replied as the door shut behind them once entering the hall.

A Week Later, Times Square.

"Someone call for a Wrecking Crew?!"

Shinobi landed in front of a group of men as Times Square was destroyed.

The first is Caucasian is wearing a purple ski mask, a heavy green jacket with purple accents and a black belt, green pants and boots, gloves and holding a long crowbar.

This is the Wrecker.

The next man is an African-American man who is muscular wearing a green full body suit with yellow gloves, boots and a mask that extends from his forehead down to his chin holding a concrete ball and chain.

This is Thunderball.

The next man is a Caucasian man who is also muscular wearing a white skin tight shirt that stopped at his elbows that's blue on the end. A blue belt with a gold buckle, and red pants with blue boots and a red mask that extends from his forehead to his chin.

This is Piledriver.

The last man is wearing an orange full body suit with a metal helmet, gloves, boots, and a metal collar.

This is Bulldozer.

"No, but I got Damage Control on speed dial!" Naruto yelled before the Wrecking Crew hit the ground, and cars near them kicking up dust and fled. "Cowards!"

After a few minutes a large black jet hovered down and the door dropped down having Fury without his jacket walk out.

"It's not as bad as it looks," Spider-Man said as Fury walked up to him.

"And most of this damage they did before we got here," Naruto said crossing his arms.

"What do we say about damage? The best damage..." Fury trailed off as each gave a joke answer before Fury glared.

"The best damage is no damage." The Team said together as Fury looked to Naruto.

"I think they were up to something, they just smashed instead of stealing from that bank over there, or taking any of the wallets and purses that people dropped."

"Do the rest of you think there's something more going on here?" Fury asked the cadets.

"Yes, they just started smashing things on purpose. They didn't even steal anything." White Tiger replied.

"They must have had a specific reason." Power Man finished getting Fury to nod.

"If that's your theory, then prove it. Go undercover and test things out. I've got the perfect job." Fury saw as large dump trucks and bulldozers rolled up with a bulldog logo.

An African-American man dropped down in a red coveralls with brown shoulders and the same logo on the sides of the sleeves. He's also wearing glasses and a mustache goatee combo.

This is Mac Porter, the founder, and CEO of Damage Control, a S.H.I.E.L.D.-sanctioned cleanup company that helps repair and clean any damage whether it's minor or collateral, including cover most of the expenses of those damages.

The Team minus Naruto was given a uniform for Damage Control as Fury turned to walk away. "Welcome to Damage Control."

Naruto's Team groaned before they start to work. J. Jonah Jameson came up on the billboard and exclaims how Spider-Man is finally being straightened out and how they're recording it.

"When they said we'd be going undercover, this isn't what I had in mind," Tiger said as the others walked up.

"This is the perfect disguise though. You'll be at every spot they were and look for clues. Like I said back in Brooklyn, this isn't the movies, hell they kinda do the same for policeman by skipping the paperwork they have to do that's 90% of all their cases." Naruto said crossing his arms. "Just don't make it obvious that you're looking for clues."

Later, Spider-Man used a heavy duty vacuum and groaned as he cleaned up the debris.

"Don't sweat it, kid. A little manual labor never hurt anyone."

Spider-Man looked to his left and saw Stan, the janitor from his school in the Damage Control uniform pushing a broom.

"You see it's done wonders for me."

"Aren't you the janitor from Midtown High?" Spider-Man asked Stan who shrugged.

"It's extra money. What, you think I'm a millionaire school janitor?"

Trying to avoid work, Spider-Man picks up a shrink ray, but accidentally shrinks Nova. The web-slinger tries to convince his team to help him look for any signs or clues but they decline. Mac Porter then announces the building near the bank is unstable and no one is permitted inside until he says so.

Naruto then walked over before looking to Mac. "Anything out of the ordinary there? I find it suspicious that a building besides the bank is wrecked but not the bank itself. Isn't that a tactic? Use the building beside the bank and rob it from there?"

"Nothing was out of the ordinary.." Mac said as Naruto looked to the wall connecting the bank.

He then took a rock and threw it against the wall and had a perfect circle fall down revealing an empty room. "I think that's out of the ordinary," Naruto said before pulling up a camera and took a picture just as the building fell down.

"What's going on here?!"

Naruto turned and saw Fury walking over to him before having the picture come up in a hologram. "The bank's empty. Either the Wrecking Crew stole it, or you got someone dirty in your crew, Mac. Or do you all not want to listen to me with camera crews around? I think it would be bad business for S.H.I.E.L.D. if they ignore a hero who saved the world multiple times when he has proof that a bank was robbed."

Naruto then looked to see not only news camera were around, but people who had their phones out behind tape that marked the safe area. "So I'll just go and examine the camera and traffic camera footage for anything," Naruto said and left. His team staying behind under Fury's orders to learn how hard Damage Control works to clean up after them.

 _Later That Night._

Naruto dropped down on the roof of Damage Control HQ after getting a distress call from White Tiger. She also explains that Spider-Man snuck into Mac Porter's room at Damage Control HQ using his newest stealth suit tech. He saw the two head to the roof when a huge crate filled with money suddenly appears before them.

"Well, found the money," Naruto said as four Damage Control workers walk up taking off their helmets showing they're the Wrecking Crew. "Oh, the four of you are the Wrecking Crew. I gotta hand it to you, that was smart. But..." He trailed off as Black Widow dropped down as well as the Hulk.

Iron Man and Thor floated down as two more men did on hoverbikes.

The first is is a tall man, with an incredibly muscular build. He's wearing the iconic colors of America on his uniform. He has a white star on his broad chest, white and red stripes below, red gloves and boots. he has white wing markings on the mask and a capital "A" on the forehead.

He has a brown belt with a silver clasp and he is holding a circular American-designed vibranium shield. It's red and white with a blue circle in the middle with a large white star.

This is Captain America, real name Steven 'Steve' Rogers, a Super Soldier in World War II, who was frozen and now a superhero and a member of the Avengers and their former leader.

The next man is a Caucasian man with short blonde hair. He's wearing purple tinted glasses and wearing a black sleeveless shirt with a purple arrow pointing down on the chest, black fingerless gloves and black pants and boots. He's holding a recurve bow with a drawn arrow and quiver on his back.

This is Hawkeye real name Clinton 'Clint' Barton, a founding member of the Avengers and a former Agent of S.H.I.E.L.D.

"I'm smarter." Naruto finished as the Crew gave up as S.H.I.E.L.D. agents dropped down and arrested them.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781 and Chaos-PSD.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	17. Chapter XVII: Infectious Hunt

**Disclaimer: I don't own Naruto or Ultimate Spider-Man.**

 **A/N: Not sure when Naruto: Earth's Mightiest Ninja will be updated as I have writer's block for it at the moment.**

 **Also, decided on combining the sick hulk and Spider-Man being hunted Episodes as I didn't need to use the hiding from May, or 10 minutes from Run Pig Run due to all but getting to the school would be canon. Bit of a spoiler for the next Ch, so just skip to the Ch if you don't want to be spoiled.**

 **:SPOILER:**

 **I'm doing that as well for the next 2 episodes as most of the play, I won't need.**

 **:SPOILER:**

 **Beta: Jebest4781 and Chaos-PSD.**

* * *

 **Chapter XVII: Infectious Hunt.**

 **Last Time.**

 _Later That Night._

 _Naruto dropped down on the roof of Damage Control HQ after getting a distress call from White Tiger. She also explains that Spider-Man snuck into Mac Porter's room at Damage Control HQ using his newest stealth suit tech. He saw the two head to the roof when a huge crate filled with money suddenly appears before them._

 _"Well, found the money," Naruto said as four Damage Control workers walk up taking off their helmets showing they're the Wrecking Crew. "Oh, the four of you are the Wrecking Crew. I gotta hand it to you, that was smart. But..." He trailed off as Black Widow dropped down as well as the Hulk._

 _Iron Man and Thor floated down as Captain America and Hawkeye followed on hoverbikes._

 _"I'm smarter." Naruto finished as the Crew gave up just as S.H.I.E.L.D. agents dropped down and arrested them._

 **Now.**

 _Queens, Naruto's House._

Naruto walked down his steps putting on his costume shirt on and stopped by the window and crouched as May was walking out of her house with a large backpack on and wearing a tan button shirt, black fingerless gloves, and cargo shorts with hiking boots.

' _Forgot she was leaving for the weekend._ ' Naruto thought before turning to walk through the kitchen and out to his shed and got on his motorcycle and drove off to patrol.

Once he got to the city, his bike beeped before looking down at the holo-dashboard and saw a large blue dot speeding across it as a map of New York came up under the gauges. "What the hell is that?" He asked before revving his bike and hit the thrusters before riding up a building.

He then saw something fly towards the old World's Fairgrounds.

He sped off the edge and his tires split as he flew and landed by the golden globe and saw the thing land near the New York State Pavilion before he drove to it and saw it was a metal space pod.

It suddenly deformed before the Hulk jumped out with a metal alien on him. The alien is beach ball sized and looks similar to a crab with for arms and three fingers.

" _Shinobi!_ "

Naruto brought up his watch to see Fury. " _A flying object just landed in the old World's Fair grounds, get there and report!_ "

"Already here, taking a picture of what landed." Naruto looked at it and his lens took a picture of the alien and sent it to S.H.I.E.L.D.

" _Shinobi, positive ID as a Phalanx. Alien species, highly infectious. Don't let it touch you._ "

"Yeah, yeah."

"AAH!"

Looking back up, he saw the Hulk scream before grabbing the Phalanx and crush it on the ground. "You alright big guy?" Naruto asked jumping over to the Hulk.

 _Beep-Beep-Beep!_

"Help… Hulk." Hulk said falling forward and passed out.

"(Sigh) Fury, the Phalanx threat is dealt with. I gotta get to Avengers Tower," Naruto said before turning the watch off and pressed a button on the side.

A few moments went by before a red and white jet landed by them as Naruto pushed his bike on board and had a tether wrap around Hulk's shoulder and pulled him in.

 _Avengers Tower, Med Bay._

A paler Hulk woke up to see bright lights in the large medical room before seeing Naruto with his mask off looking at a computer. "Where is Hulk?"

"Hey big guy, brought you to the Tower to help you out. Now just lay there while J.A.R.V.I.S. figures out what's wrong. Or until one of the others gets back and helps." Naruto replied before looking up. "J.A.R.V.I.S., could you scan Hulk over?"

" _Certainly, sir._ " The A.I replied as Hulk was then scanned. " _The Hulk seems to have something in his right shoulder._ "

"Can you remove it?"

" _If it's not attached to anything that'll do permanent damage. I'll run a quick diagnostic on him and we'll know in a few minutes._ "

"OK, Hulk wait there until the scan's finished. I'll see if the others left any food before they left for the West Coast yesterday," Naruto replied turning to walk out.

"(ACHOO!)"

Naruto jumped as Hulk sneezed when he left the room and went to the kitchen before hearing J.A.R.V.I.S. " _Mr. Uzumaki, the Hulk has left the medical room._ "

Naruto turned to see the Hulk walk in the kitchen, still pale looking. "Yeah, I guess he was hungry. Hulk I'm putting chicken and steak on the grill on the helipad, just rest, for now. J.A.R.V.I.S, did you find anything out?" Naruto replied as he created a clone and had him go to the grill outside and started to cook the food.

" _The thing in him is a screw-shaped device pulling it out will result in injuring his shoulder._ "

"Damn, what's it doing?"

" _It seems to just be scanning his blood and tissue, sir_ ," J.A.R.V.I.S. replied getting Naruto to sigh.

"That's… somewhat good news. Maybe because it's alien, it's making him sick as well."

"Hulk's stomach hurt," Hulk said as Naruto's eyes widened before pulling him to the helipad on the other hall. Once getting out, a hole opened on the floor up showing a grate before Naruto turned just as Hulk threw up.

Naruto then turned around to see the device pop out of Hulk's shoulder before a metal clamp came down and took it in the ceiling before an alarm went off.

" _Some ghastly aliens are headed here, sir,_ " J.A.R.V.I.S. said to Naruto who looked to see the Hulk's color was coming back.

"Ready to smash, Hulk?"

"Hulk always ready to smash!" Hulk said before standing up and saw three Phalanx's flying to them. "HULK SMASH!" Hulk yelled out getting the aliens to flinch back from them.

"OK careful not to touch them, they could still infect you again," Naruto said pulling his mask over his head.

Hulk just grabbed the large grill that was by him and hit one Phalanx before slamming it down on another as the third one flew away.

"Let's follow that one," Naruto said turning to get the Quinjet.

Only to stop as Hulk grabbed him by the neck. "Yes!" He said and bounds after the alien.

"Waaiitt!"

 _Docks._

The Avengers stopped by a building and saw a large metal glowing mass inside before walking in. Naruto went through several hand signs and slammed his hands down having a dirt wall cover both doors the building had. Naruto then saw liquid metal pour out revealing Phalanx that's almost the size of Hulk with more muscular arms and green eyes.

"They have your eyes, that device must have been used to take your D.N.A. so they could evolve. They stole your strength!" Naruto said to Hulk who growled.

"No one steals Hulk's strength!" Hulk yelled before throwing several wooden boxes at the aliens having them break and turn to metal.

"Don't hit them with anything organic! Try metal!" Naruto yelled before picking up a 6' pipe that he used to stab one Phalanx as Hulk hit several with large pipes.

Naruto saw more being formed before hearing Hulk speak up. "Maybe Hulk body has things that kill virus."

"You mean antibodies? Sounds like Bruce is coming through. Okay, fingers crossed, Hulk, Smash!" Naruto yelled as Hulk attacked each one and jumped up and slammed into the mass destroying it. "Good job," Naruto said holding his fist out for a fist bump.

And winced as Hulk's fist bump pushed him back several feet.

 _A Week Later, Midtown High._

(A/N: everything, until Spider-Man gets to school, is canon and will be skipped.)

"You… brought him here?" Naruto asked Thor who was standing in front of him by the entrance of the school.

"Aye, with you and your team, as well as Son of Coul, I thought it was the best place to protect him," Thor said after explaining that Loki wants to get revenge on Spider-Man by turning him into a pig and passed him off as a boar for the yearly Asgardian boar hunt to eat back in Valhalla.

And then brought him to the school as he was forbidden to stop the hunt. "We'll have to wait until sunset for the hunt to be over."

"(Sigh) OK, I'll get everyone out," Naruto said before reaching in his pocket and pulled out a match that he lit and threw in the trash can before pulling the fire alarm. "Guys, Loki turned Peter into a pig with some Asgardians coming after him to hunt. We need to protect him until sundown when he'll be free."

They then started walking as everyone walked out before seeing Coulson. They explain the situation to him as they walked to his office, Naruto breaking off to change into his costume before catching up. Thor then had a portal open up before looking to Naruto. "Hold out your hand."

Raising an eyebrow under his mask, Naruto did that and a moment later, the Ax he used when going to Asgard several months ago flew into his hand with the strap wrapped around it. Naruto put the strap on before holding the ax and ran out as he heard things breaking.

Following the noise, he came across the team in their costume with Spider-Man who was a small anthropomorphic pig in his costume with an extra set of his costume eyes on his nose.

Looking to the left, he saw three men with three large white-furred wolves wearing gold armor.

The first man is muscular with a black goatee and is bald with black lightning bolts on both sides of his head He's wearing black and gold armor with a short handle black broadhead ax.

This is Skurge, the Executioner.

The next two looks to be twins with long red hair pulled into ponytails both wearing gold armor with knee-high boots and red pants, both have eye patches, one on the right eye and the other over his left.

One has a gold bow and the other a gold spear.

These two are Will and Woodin.

"Guys, get out of here!" Naruto said holding his ax as Thor spun Mjölnir. "Get to detention!" Naruto then threw his ax and hits the spear before pulling it back as the team left.

And so were the Asgardians as their wolves picked up Spider-Man's scent and left.

"That's not good," Naruto said putting his ax away.

"Indeed."

 _S.H.I.E.L.D. Heli-Carrier._

The sun started to set as the team stood in the main room of the Heli-Carrier. The Asgardians flew down as their wolves grew wings before Naruto dropped down with Thor and Coulson who has a large rifle.

"Aim for their soft spots!" Coulson said as the team minus Spider-Man ran out.

They attacked the Asgardians and their wolves. Naruto throwing his ax at Will and ice covered his shoulder before pulling it back to block a strike from Skurge. Green mist covered the area before Spider-Man swung down and attacked Skurge before jumping back and dodged his strikes.

The mist cleared showing Skurge was about to cut Spider-Man's head off before the sun went down as they heard a horn blow.

"No. It can't be. So soon?"

"The day ends. The battle is won." Thor said as Naruto put his ax in his holster.

"Congratulations to you, pig," Skurge said picking Spider-Man up as Will and Woodin walked over.

"You're not going to eat me?"

"Unfortunately, no. It was a glorious hunt, but the rarest of days. Today, the boar has won." Skurge replied putting Spider-Man down.

"No. no, no, no."

They looked to see Loki appeared by them. "This is madness. You had him. Strike him down."

"We hunters live by a code," Woodin said to Loki.

"You are the sorriest excuses for Asgardians I have ever seen. Finish the job!"

The three Asgardians stood in front of Spider-Man before Loki appeared by Spider-Man.

Only for Naruto's ax to be placed on his throat as Thor grabbed his brother. Spider-Man then turned back to normal before Skurge spoke.

"The boar, was a mortal?"

"Aye, my brother tricked you into doing his dirty work," Thor said before Loki appeared on one of the wolves and flew off with the Asgardians following on the other two.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781 nd Chaos-PSD.**

 **Also, in case you didn't read this in the top A/N, I don't know when Naruto: Earth's Mightiest Ninja will be updated as I have writer's block.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	18. Chapter XVIII: The Masks We Wear

**Disclaimer: I don't own Naruto or Ultimate Spider-Man.**

 **Beta: Jebest4781 and Chaos-PSD.**

* * *

 **Chapter XVIII: The Masks We Wear.**

 **Last Time.**

 _"Unfortunately, no. It was a glorious hunt, but the rarest of days. Today, the boar has won." Skurge replied putting Spider-Man down._

 _"No. no, no, no."_

 _They looked to see Loki appeared by them. "This is madness. You had him. Strike him down."_

 _"We hunters live by a code," Woodin said to Loki._

 _"You are the sorriest excuses for Asgardians I have ever seen. Finish the job!"_

 _The three Asgardians stood in front of Spider-Man before Loki appeared by Spider-Man._

 _Only for Naruto's ax to be placed on his throat as Thor grabbed his brother. Spider-Man then turned back to normal before Skurge spoke._

 _"The boar, was a mortal?"_

 _"Aye, my brother tricked you into doing his dirty work," Thor said before Loki appeared on one of the wolves and flew off with the Asgardians following on the other two._

 **Now.**

 _Midtown High, Morning._

"(SQUEAL!)"

Naruto jumped as a group of girls ran towards the bulletin board he just walked to before seeing Coulson handing a large poster.

"When are auditions! I'm so styked!"

"Styked? Is that a word?" Peter asked walking up to the group and saw the poster was for a play about his alter ego.

' _A play about Spider-Man? I have a feeling this won't go well._ ' Naruto thought before the girls left.

"'It's A Wild, Wild Web'. All singing, all dancing, all Spider-Man?" Peter read out loud. "Written by Mary Jane Watson?" He finished as a picture of Mary Jane was under a picture of Spider-Man.

Naruto looked and deadpanned seeing three Coulson pictures, one that's like a studio logo, one of him dressed like a play director, and one of him at a piano keyboard.

"My first professional credit," M.J. said appearing behind Peter. "Well, semi-professional. OK, high school. But it's a credit."

"You wrote a Spider-Man show, M.J.?" Peter asked turning to his friend.

"Who better? The world thinks Spider-Man is a menace. I know different. My play can change the public's opinion about him."

"Yeah, nice thought. But with Coulson as director and musician. I don't think that's happening. Maybe if it was about Shinobi." Naruto said as Mary Jane waved him off.

"Why would I do that?"

Naruto deflated at that as he sighed. _'I bet that fan in New Jersey would do it. She likes me.'_

 _Later, Midtown High._

(A/N: Everything until the play is canon and will be skipped.)

Naruto was walking the halls before seeing the Trapster walking to the dressing rooms. Naruto frowned hearing from Peter that Sam had given Flash Peter's costume to audition in but Flash didn't take it off and stumbled onto a robbery by the Trapster who attacked thinking Flash was Spider-Man.

And Peter stealthily helping Flash beat him while the media covered it. Naruto sighed before putting his mask on and walked in just as Flash yelled and Naruto grabbed Trapster in an inverted headlock. He then brought his elbow down on the villains head before looking to Flash who took off his Spider-Man mask.

"Listen, kid, unless it's Halloween, it's dangerous going around dressing like us. The bad guys will mistake you for us."

 _A Week Later, Stark Industries._

Shinobi was out patrolling before getting a distress signal from Iron Man from his work and he sped over to it. And as soon as he got inside, he was attacked by Iron Man before another suit flew in and hit the helmet off revealing no one was in the suit that attacked Naruto.

"Good to see you." Iron Man said, faceplate lifting up.

"What's going on, Tony?" Naruto asked Iron Man who landed.

"My hall of armors has been compromised."

"A.I.M.?"

"Don't know." Iron Man replied before Spider-Man swung in.

He explained that he, Harry, and Norman was attacked by an armor suit before they jumped down a hole in the floor showing Iron Man's first armored suit, a very large one for Hulk-sized problems, and an older looking suit.

"Well, shit," Naruto said as Iron Man shot missiles at the Hulkbuster suit before it was hit with a large _Rasengan_ (Spiraling Sphere).

"Odama Rasengan! (Big Ball Spiraling Sphere!)" Naruto added more chakra to his jutsu before red chakra seeped through and then the suit was destroyed from the added power.

He looked to see the others easily take care of the other suits before seeing an octopus bot at a computer. Taking out his crossbow pistol, he loaded the E.M.P. clip and shot three bullets at the robot shorting it out. Walking over, he missed a smaller robot come out of the tentacle before pulling the robot over to the others.

 _S.H.I.E.L.D. Heli-Carrier._

Shinobi watched Norman argue with Iron Man about being attacked before Naruto spoke. "Norman, he was hacked! I got the robot to prove it."

"Arrest the guy who attacked us and let us go," Harry yelled as Naruto turned to him.

"Listen, kid, you're both here to be protected from Dr. Octopus, the person who hacked the armors. So sit down and wait. Now, why would Dr. Octopus be after you?"

"And maybe the less-accusatory-more helpful question, why does he want to kill you?" Spider-Man asked trying to diffuse the tense atmosphere.

The door suddenly opened showing Connors walking in. "Anything on the robot, doc?" Naruto asked as Curt turned to him.

"You all need to see this."

He took them to the lab where the robot was in a tube being scanned.

"It's exquisite work. And matches the sample from earlier." Connors said remembering getting the claw from when Spider-Man first fought Dr. Octopus. "Which was too damaged to study properly. And this confirmed my suspicion. This tech was invented by an old friend." He finished bringing up a picture of a healthier and younger Otto Octavius.

"Otto Octavius. We did our graduate studies together. Octavius was brilliant. Confident. Driven."

"Don't see the resemblance. Doc Ock might be his eviler and less hygienic cousin?" Spider-Man said looking at the picture.

"After he graduated, he went to work for a premier tech company," Connors said as everyone looked to Norman.

"What? Why are we looking at Mr. Osborn?" Spider-Man asked before realization hit him. "Whoa, wait? Doc Ock, the guy who's been in my webs for months, worked for you?"

"I don't know any 'Doc Ock' until today. But Dr. Otto Octavius is another story." Norman said and explained that he thought Otto perished in an accident after working on a project.

"How do you explain his tech attacking you and hacking mine?" Iron Man asked pointing at Norman.

"Last Time I checked, my father was the victim here," Harry said before the robot broke out and attacked Norman.

Spider-Man webbed it as Iron Man blasts it with his beams before looking down at what was left.

"I thought that was deactivated?" Fury asked as Iron Man scanned the robot. "It was, someone, hacked it remotely… With arc reactor energy."

"Do we even need to bother with a trail, he's tried to kill me twice," Norman said standing up.

"Oh yeah, do it in front of Fury. You know he's not that dumb, Norman." Naruto said before someone blasted through the wall.

 _BOOM!_

"Hello, Norman."

The smoke cleared showing Doc Ock in an armored suit only showing red eyes with a yellow arc reactor in his chest.

(A/N: For a better image look at this episode.)

"You shouldn't play with other people's stuff, Doc!" Iron Man yelled before flying at the armored villain.

"I never play, Mr. Stark." Dr. Octopus said before hitting Iron Man to the wall and threw several orbs at him that tied him with tentacles.

And then shot him through the hole and up into the air.

"All agents to the lab. The intruder is armed, extremely armed, and dangerous." Fury said pulling out his gun as he closed the lab off.

Spider-Man then jumped on Doctor Octopus for a punch. "Love the new duds, Ock. Covering your face was a stroke of genius!"

Naruto ran over and shot his crossbow at him, only for a yellow shield to block his shots before sliding under the doctor and hit him with his tonfa sticks before dodging a blast fro two of his tentacles that froze the floor.

After dodging Doc Ock's attacks, Doc Ock then grabbed the Osborn's and started shocking Harry before running out of the hole he made. Naruto jumped out as Spider-Man looked to his iron suit. Down below, Naruto dove after Dr. Octopus who he could barely see before calling his bike to him and flew after the villain.

He then dropped down on top of Oscorp and heard Norman talking to Dr. Octopus on the balcony that he couldn't make out due to being too far away before quietly walking down.

"I'm here to return the favor!" Doc Ock said creating a yellow blade in one of his tentacles before Naruto dropped down as Spider-Man webbed Norman away.

Naruto pulled out a kunai and stabbed the tentacle holding Harry shorting it out and pulled the unconscious teen away. Spider-Man in his armor dropped down on his three fake spider legs and looked at Dr. Octopus.

"I'll see you strung up for that!" Dr. Octopus said firing at the heroes.

Spider-Man fought Doc Ock who spouted about working for Norman in secret and he was in charge of everything that's been happening to Spider-Man for the past few months. Naruto glanced at the businessman who left with his son. He then turns to see Spider-Man hit Doc Ock's arc reactor having it glow brighter.

Suddenly, Iron Man landed after hitting Dr. Octopus as well.

"What's happening?!" He asked getting Iron Man to look at him.

"I don't put everything on a computer. The good stuff's up here." Iron Man replied tapping his head.

He then hit Doc Ock's reactor before Spider-Man followed with a punch sending him off the balcony and through several buildings.

Later, Fury and the others with Norman stood in the area that Dr. Octopus would have landed only to find a crater.

"No trace of Doc Ock. Looks like he made a clean break." Fury said before Iron Man walked up.

"If it's any consolation, I won't rest until he's behind bars."

"Keep your toys were they belong… And I'll consider us even." Norman replied before Naruto spoke up.

"And you tell the press that it was Ock that actually attacked you. Or I'll tell every press there is in this city and on video-sharing websites that he used to work for you. Don't think that will do well for your image."

 _Later, Unknown Location._

Norman wearing a trench coat walked into a large room where steps came up as he took a step until he got to a large tube that held Otto in water with a face oxygen mask on.

"You can rest now, they're all gone. Just be thankful I found you before S.H.I.E.L.D. did. I know I am. You single-handedly took on three of the city's greatest heroes. And best of all, you've upset Spider-Man. Made him nervous. You're amazing. Welcome back to the family, Otto. We have plenty of work ahead of us." Norman said to Otto who didn't move.

 _S.H.I.E.L.D. Heli-Carrier._

"It's messing with my head, you know? I want to give Norman the benefit of the doubt. For Harry's sake and maybe for mine, too." Spider-Man said to the two Avengers, with their mask off and faceplate up.

"Kid, we all have people in our life who we look up to, sometimes they're not who we think they are," Tony said to Spider-Man. "My advice, use your head. Listen to your gut. Follow your heart. And look, if you need someone to look up to… Well, there's always me." Tony finished as Spider-Man looked to him.

"So, what, we hug now?"

"You do and I'll uni-beam you to Detroit. See you around, kid." Tony finished before flying off.

"What do you think?" Spider-Man asked Naruto who sighed.

"I always had a weird feeling around Norman. You don't get that much money or high up in business without making enemies, and/or keep a clear conscious."

"What about Tony?" Spider-Man asked as Naruto looked out at the city.

"Tony started off as a spoiled rich brat that only cared about money until he was captured with his own weapons and forced to make them for his captors until he was able to get free. And that was at the cost of another hostage who helped him build his armor and saved his life by creating a prototype arc reactor that kept the shrapnel away from his heart."

Naruto then turned to Spider-Man and continued. "Look, like I said when Harry was using Venom. We'll keep an eye on him before doing anything."

 **To Be Continued.**

* * *

 **A/N: Thanks for Reading and let me know of any mistakes.**

 **Beta: Jebest4781 and Chaos-PSD.**

 **Again, had to put these two episodes together due to not needing a good portion of the play episode, next to be updated will probably be Hero Rising: Next Generation on Friday unless I'm able to get the 2 EMH Ch.'s ready then it'll at least be both updated together with Hero Rising.**

 **And for everyone in the United States, I hope you have a safe and Happy Memorial Day.**

 **Nothing else to say.**

 **Talk To You**


	19. Chapter XIX: Not A Toy

**Disclaimer: I don't own Naruto or Ultimate Spider-Man**

 **A/N: This is a triple update so read this Ch. (19) first.  
**

 **Beta: Jebest4781 and Chaos-PSD.**

* * *

 **Chapter XIX: Not A Toy.**

 **Last Time.**

 _"So, what, we hug now?"_

 _"You do and I'll uni-beam you to Detroit. See you around, kid." Tony finished before flying off._

 _"What do you think?" Spider-Man asked Naruto who sighed._

 _"I always had a weird feeling around Norman. You don't get that much money or high up in business without making enemies, and/or keep a clear conscious."_

 _"What about Tony?" Spider-Man asked as Naruto looked out at the city._

 _"Tony started off as a spoiled rich brat that only cared about money until he was captured with his own weapons and forced to make them for his captures until he was able to get free. And that was at the cost of another hostage who helped him build his armor and saved his life by creating a prototype arc reactor that kept the shrapnel away from his heart."_

 _Naruto then turned to Spider-Man and continued. "Look, like I said when Harry was using Venom. We'll keep an eye on him before doing anything."_

 **Now.**

 _Unknown Location._

"Unh."

Spider-Man landed in an area with heavy fog and smoke before looking around. "I need back up! Front up? Side up?" He asked looking around as lights swayed around him as well.

"Your worst enemy cannot harm you as much as your own unguarded thoughts." Iron Fist said coming back to back with Spider-Man.

"Tell me you're not freaking out and maybe I'll calm down."

"And if I am freaking out?" Iron Fist asked before they jumped out of the way of something being thrown at them.

"Iron Fist?" Spider-Man asked looking around as a shadowed figure ran around the area. "How can someone so big move so fast?"

"It's game over, man!"

Spider-Man turned to see Nova randomly shooting his beams around. "Nova?" He asked before dodging a blast himself. "Watch where you're throwing those things!"

"He's everywhere! How can he be everywhere?"

"Get down here so we can strategize!" Spider-Man yelled up at his teammate.

Only for something to hit Nova and knock him to the ground. "Bucket-Head?"

"AAH!"

Spider-Man then jumped on a steel platform and saw a knocked out White Tiger and Power Man tied to a steel beam. "Power Man? White Tiger? Guys?" Spider-Man took a step towards them before stopping. "Hold on… Why does this feel like bait and I'm running into a trap?"

"Because that's exactly what you did."

Spider-Man turned around and was punched off the platform as a circular shield embedded itself in the floor beside his head. And suddenly a finger touched his nose.

"Tag, I win."

Opening his eyes, Spider-Man saw Captain America kneeling at his head smiling before the smoke cleared and the lights turned on revealing the Heli-Carriers training room as the others walked up rubbing their sore muscles.

"Good job," Shinobi said walking over from standing by the wall. "You all lasted a minute longer than the last round."

"Steve Rogers, by the way, a pleasure to meet you all," Cap said as he helped Spider-Man up.

After coming to go over S.H.I.E.L.D.'s logs, Naruto asked the soldier to give some pointers to his team beforehand. Naruto then looked up to see Fury and Coulson arguing over Captain America doing that, although Coulson was just worried about being embarrassed in front of his favorite hero.

"That was so brutally awesome! Can we do it again, please?" Spider-Man asked clasping his hands together.

"Best two out of three?" Cap asked as Naruto stood beside him, arms crossed.

"Are you kidding? Yes!" Tiger said walking up behind Spider-Man. "How often do you get to learn a battle strategy from Captain America?"

"So far, just this one time. I thought you were good at math." Nova said hovering above them having White Tiger mockingly repeat what he said.

"Heh! Maybe you should visit more often Cap, they're never this pumped up for training!" Naruto said as Captain America smiled.

" _All right everyone, if Cap is finished with you. We can just-_ " Coulson, who spoke over the speakers from the room overlooking the training room was interrupted by the war hero.

"I think the new recruits want one more round." He then placed his shield on his back and extended his right hand to Spider-Man. "Heh. You ready?"

Spider-Man quickly took it and looked up to see Coulson shaking his head. "Our lives just got 1,000% cooler, Captain America, sir!" He said saluting with his left hand.

"Uh, you use your right hand to salute." White Tiger said correcting her teammate who immediately switched hands.

"See if you still feel that way in three minutes. Prep the court! Let's see what Naruto's team has got!" Captain America said as Coulson ran over to the two Avengers.

"You know maybe we should wrap this up before something disastrous happens."

"Oh please, I trust them. Plus this is what training is for." Naruto said as Cap assured the agent before Coulson walked over to Naruto.

The team then surrounded the Avenger. "OK..." Power Man said cracking his neck and then his knuckles. "This time I'm gonna show him why they call me Power Man."

"Dude, you call yourself Power Man. This is Captain America. He once punched a tank unconscious."

"Actually, that's a myth," Captain America said as Spider-Man looked to him.

"No, I'm pretty sure that's true."

"Let's up to the ante," Cap said before placing his shield on the floor. "The first one of you, any of you, that takes me out, gets to keep the shield."

"Do you know what I could sell that for on the internet?"

"Sweet!"

"Now the problem you all have is you think your unique power is your only asset," Cap explained looking at the trainees.

Power Man suddenly ran over and threw a punch that Cap sidestepped. "By relying on your one power or weapon you become predictable to any wiser opponent." Captain America started explaining before throwing Power Man over his shoulder to the wall.

"Unh!" White Tiger then jumped over behind him and brought her clawed hand down for a swipe. "Ya!"

Captain America turned to grab her arm and spun to throw her at Iron Fist who ran after her. "By using all your skills and being unpredictable. You're more likely to stand a fighting chance."

"I don't know. I kinda like my odds!" Spider-Man yelled throwing out his arms and shot his webs at the Avenger.

Cap leaned out of the way having the webs hit Coulson and pulled his shirt and jacket off revealing a Captain America themed undershirt.

"Hey!"

"Well, I'm embarrassed for you," Naruto said as Power Man got up before webbing hit him to the wall as Spider-Man and Captain America fought.

"Hiya!" Iron Fist yelled with a kick to Cap who blocked. "Unh!" He then grabbed the monk's arm and jumped up for an armbar takedown.

Only for Iron Fist to turn his arm and pull out of the hold. "Nice!" Cap said as he and Iron Fist traded blows and dodged others.

"Jujitsu? Kung fu? Krav maga?" Iron Fist asked trying to figure out Cap's fighting style.

"All of the above," Cap said before dodging a swipe from White Tiger.

"Hiya!"

They then doubled teamed the Avenger before Tiger ran up the wall and dived at him before tackling him and rolled several times before Cap pins her to the floor. Captain America brought his fist down only for two webs to attach to his forearm.

"Gotcha!"

Cap looked down at White Tiger who then took a swipe. "Ya!" He jumped off as she got up for another swipe. "Hiya!"

Power Man and Iron Fist ran before Cap spun Spider-Man around before pulling him over, grabbed him and threw him at White Tiger, Spider-Man got up and held his arms out, only for nothing to happen. Looking down, he saw his gloves were gone before looking to see Captain America putting them on.

"And that was something I picked up growing up in Brooklyn. You have to think of your powers for what they are, one tool in your toolbox."

Tiger then somersaulted over for a kick that Cap dodged and used Spider-Man's webs to swing her around. "No, no, no, no, no, no, no!" She was then tossed into Power Man before Cap got Nova's attention who was filming by taking his phone with a web line.

Nova then flew down only for Captain America to take a step to the side and turn Nova's helmet around. "Can't see!" He then crashed into both Iron Fist and Spider-Man.

"You lasted longer than last time." Captain America said throwing Spider-Man his gloves. "Every battle you learn from is a win."

"At this rate, they'll be undefeated then," Naruto said as he and the others walked up.

"Well, I think we all had enough fun for one day," Coulson said running up. "But the Captain and I have extremely important S.H.I.E.L.D. business to attend to."

"You just want to hang out with your man crush," Naruto said from his spot beside Captain America.

"I was hoping to go over a few pointers with-" Cap was interrupted as he picked up his shield.

"I'll have someone write you a memo. Join me in my office?" Coulson asked as Captain America nodded.

"Sure. I'm going to leave this here." Cap said as he tossed his shield up in the air, caught it in his opposite hand, and slammed it down on the floor having it stick up. "You can hold it, but don't throw it. It's a weapon, not a toy."

The Team then saluted him. "Sir, yes sir!"

Coulson and Captain America left followed by Fury leaving the team and Naruto alone in the training room.

"Is it me, or was that the best butt kicking we ever got?" Nova asked looking to the others.

"We went toe-to-toe with Captain America." White Tiger followed. "I think we just graduated."

"Do you think he'll pick one of us as his sidekick?" Spider-Man asked looking around.

"Cap doesn't do sidekicks… anymore. Long story." Naruto said walking over.

Nova walked over and picked up Cap's shield. "Me first!"

"Heed Captain America's words; 'It's not a toy'." Iron Fist said with air quotes.

"Yeah, how about we just put it back where we found it," Tiger spoke up looking at the shield. "And 'We' means 'You', Nova."

"As long as you don't throw it, it should be fine." Naruto picked up crossing his arms.

Only to facepalm as Spider-Man grabbed it, and threw it to Power Man having it bounce off his chest.

 _CRACK!_

And fly out of the window. "Damn it!" Naruto cursed looking at the team. "What did Cap and I say?"

"I got it!" Spider-Man yelled jumping out and brought his arms to his sides and open them.

And revealed webs connected to his arms and sides to glide down after the shield.

"Uh, hey guys?"

The team looked to see Captain America returned. "Where's my shield?"

 _New York City._

Spider-Man swung after the shield as it bounced down the streets. He bumped into Iron Man before seeing the shield stop Trapster by cutting his tank and pulled May out of the way as she was getting groceries. The shield then bounced into the Latverian Embassy and into the building having Dr. Doom pick it up.

He then looked out the window and saw Spider-Man on the wall. "Uh, excuse me, Mr. Doom, sir? Could I have my shield back? Please?"

Doom just leaves, and suddenly Spider-Man is attacked by a heat-seeking missile that chased him up a building before a kunai hit it.

 _BOOM!_

It exploded as Spider-Man landed and saw Shinobi and Captain America on motorcycles.

"Is that mine? I hope you didn't get any scratches on it." Spider-Man joked, hoping to diffuse Cap's anger.

"Where's my shield?" Cap asked having Spider-Man point to the Embassy.

"You really have bad luck," Naruto said before flipping over the edge and landed in front of the building.

The others followed as they snuck in, Cap explaining that Doom lost his immunity by attacking American soil with a missile. And explain that Doom wants to reverse-engineer the shield's vibranium and make his armor indestructible.

Naruto nodded his head and had his sonar turn on as they made it to the wall of the building. "Doom Bots and Doom Dogs," Naruto said before nodding his head again turning off his sonar.

He then pulled his crossbow out and shot E.M.P.'s at the camera's and sculpted Doom faces on the walls as they tried to open up machine guns. They burst through the doors and saw robotic Dobermans growling at them.

"Aw, that's adorable," Spider-Man said before Naruto threw shurikens at them hitting their heads and powered them down.

Suddenly, robots with green accents walked in before Naruto dashed through them with electric covering his hands. "Denpō Sekka. (Telegram Flash.)"

They then ran up the stairs and halls, Naruto locking the doors as Spider-Man webbed the halls to slow more bots down before reaching Doom's computer room and found it empty. They walked up to the main one and saw a map of the United States with several circled areas.

"New York, Washington, Dallas, Cleveland. Doom was using this embassy as a base of operations for an invasion." Cap said looking at the screen.

"Really, Cleveland? Why?" Spider-Man asked as several Doom Bots walked in.

Cap then pressed a button and the bots turned off. "How'd you know what-!" Spider-Man was interrupted by the war hero.

"It says 'Doom Bot master control' in Latverian."

Running to the roof, they saw Dr. Doom leaving in a small jet before Naruto jumped over and landed on the cockpit windshield.

"Give up Doom! You're under arrest!" He yelled as they flew several blocks.

"You can't arrest me in my own Embassy! It's Latverian soil."

"Yeah, that's a mile that way. You also attacked America's soil earlier. So your Diplomatic Immunity's gone! Now land this thing, or I will! And you won't see light again."

Doom reached for his joystick, only for a kunai to be placed close to his eye.

"Try it and you'll be missing an eye," Naruto said before Doom landed as S.H.I.E.L.D. agents came up and took Doom away.

Naruto got Captain America's shield as he and Spider-Man landed on the motorcycles.

 _S.H.I.E.L.D. Heli-Carrier._

Back in the Heli-Carrier, Spider-Man tells the other trainees about the incident, but they don't believe him saying it was Naruto and Captain America who took down Doom. Coulson is about to blow up at them, but Captain America stops him by throwing him his shield as he turned to the Avengers in training before looking to Naruto.

"There could be some future Avengers here. If they all stay out of trouble."

"Ha! No chance at that with me as their leader." Naruto said before looking to his team after Cap turned back to them and saluted.

And had Naruto's team salute back. Cap then looked back to Coulson and spoke. "I'll take that back now."

Coulson threw it and had it bounce off the walls and towards the window. And had Naruto jump over and catch the shield. "Don't want a repeat, do we?" He asked handing Cap back his shield.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781 and Chaos-PSD.**

 **OK remember to read this Ch. (19) first as this is a triple update.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	20. Chapter XX: Revealed

**Disclaimer: I don't own Naruto or Ultimate Spider-Man**

 **A/N: This is a triple update so read Ch. 19 first.  
**

 **Beta: Jebest4781 and Chaos-PSD.**

* * *

 **Chapter XX: Revealed.**

 **Last Time.**

 _S.H.I.E.L.D. Heli-Carrier._

 _Back in the Heli-Carrier, Spider-Man tells the other trainees about the incident, but they don't believe him saying it was Naruto and Captain America who took down Doom. Coulson is about to blow up at them, but Captain America stops him by throwing him his shield as he turned to the Avengers in training before looking to Naruto._

 _"There could be some future Avengers here If they all stay out of trouble."_

 _"Ha! No chance at that with me as their leader." Naruto said before looking to his team after Cap turned back to them and saluted._

 _And had Naruto's team salute back. Cap then looked back to Coulson and spoke. "I'll take that back now."_

 _Coulson threw it and had it bounce off the walls and towards the window. And had Naruto jump over and catch the shield. "Don't want a repeat, do we?" He asked handing Cap back his shield._

 **Now.**

 _New York; Queens Night._

"You guys went without me? Peter, I understand as he's out with Harry at the moment." Naruto in his costume minus his mask said in his large shed that held his motorcycle. White Tiger was on his watch dodging a chain.

" _We were just patrolling! Then we ran into the Frightful Four._ "

"OK, I'm on my way," Naruto said pulling his mask on and sped out of the shed and onto the street.

And past Coulson talking to May on her porch. Naruto sighed remembering Coulson asking May out on a date and had to deal with the Beetle attacking them. And helped Peter cope with his aunt dating again after losing Ben.

 _Oscorp Warehouse._

Shinobi sped through the door of the warehouse and slid to a stop seeing his team minus Spider-Man fighting each of the Frightful Four.

"OK really, you had to call me here for this? Thundra, sure, with her strength but come on, you can take care of the rest with your eyes closed," Naruto yelled staying out of the fight knowing his team can now easily take care of the group.

Suddenly, Spider-Man webbed in and landed. "So, we got a tip these guys are raiding an Oscorp warehouse."

"Looks that way!" Tiger said kicking Thundra away.

They heard laughing and looked to see the Trapster opening up a large crate having large Octo-bots fly and attack the heroes.

"It's a trap!" Nova yelled as they started to fight.

"Thanks, General!" Naruto yelled before taking out a kunai. "We've trained for this, take them out!"

The team each took a group of bots and easily took them out before stopping in the middle of the room.

"That wasn't so tough! Spidey made these Octo-bots out to be real trouble." Tiger said before Naruto looked around.

"Where the hell is Spider-Man?" He asked not seeing the web-head around. "Shit, that must have been the plan all along." Naruto then brought up his watch. "Fury, Spider-Man was captured by Doc Ock."

 _Unknown Location._

Spider-Man woke up with a groan shaking his head. "Where am I? Definitely not in Kansas anymore."

"You and your incessant blather. Do you ever shut up?!"

Spider-Man looked to see Doc Ock coming out of the shadows of the room.

He's now inside a green floating bubble without the tentacles, bald and wearing a new pair of glasses.

"Dr. Octopus?" Spider-Man asked before groaning in disgust. "You look horrible. Where are your robot arms? I'm not even sure, I can call you 'Doc Ock' anymore. 'Doc Jellyfish' or 'Doc Slug' maybe, but that's as far as I go." Spider-Man then reaches to grab his left wrist. And saw he was tied up in wires and felt his watch was missing.

"You might it difficult to call your friends, seeing as I took your little communicator. Unlike you, I learned from my mistakes; no Iron Man, no S.H.I.E.L.D., no friends are coming to save you. Tonight it will be just the three of us: You, me and my revenge." Dr. Octopus said from his bubble.

"Could you serve up that revenge with a side of fries? I missed out on dinner tonight and... Wait a second. I got it! 'Dr. Blowfish'!" Spider-Man yelled getting Doc Ock to growl angrily.

 _Oscorp Warehouse._

" _Octavius has scrambled Spidey's communicator._ " Fury said over Naruto's watch. " _It's giving off ghost signals to several locations._ "

"(Sigh) then we'll check them all," Naruto said before turning off his watch. "OK, team lets..." He tailed off seeing a small spider-like robot walking away. "Let's follow that," Naruto ordered as they followed the slow-moving robot to a tunnel by the warehouse.

 _Unknown Location._

Doc Ock got a sample of Spider-Man's blood and explained he was creating a new Venom that he can control as the screen he was looking at turn green. He then turned to see Spider-Man was free and sent two of his bots on the hero.

And Spider-Man easily took them out and sent one flying at Dr. Octopus breaking his bubble.

"No! So...close!"

Spider-Man then walked to the villain. "I don't wanna toot my own horn.… But I just punked you, again!" Suddenly, his Spider-Sense tingles. "Spider Sense? OK, Doc. What else you got up your tentacle?" He asked before somebody tasers him from behind, pinning him to the floor. "AAH!"

Spider-Man looks up to see Norman Osborn.

Norman is wearing silver armor with a black suit underneath and a metal glove with three fingers.

"Norman Osborn?!" Spider-Man asked before getting up. "Wait, are you telling me in that 'I Just Tased You, Bro' sorta way that you work for Doc Ock?"

"Work for him!? Hardly! Otto is my employee. I hired him to obtain your D.N.A."

"Didn't know you were such a fan, Norman. Couldn't I have just given you a signed autograph instead?" Spider-Man asked.

"Be silent!" Norman yelled as he tasers Spider-Man again, causing him to scream in pain. "Such power wasted on such a fool. I will put it to better use than stopping petty crimes and cracking childish jokes." He said as Doc Ock slipped away.

"Imagine an unstoppable arachnid army under my control; I will crush the competition. Neither S.H.I.E.L.D. nor Stark Industries will be able to challenge Oscorp's supremacy. That is the true use of power!"

Spider-Man just looked at him. "AAH!" He screams as Osborn tasers him again.

"I've been following you for so long I know everything about you. I almost feel like we're family." Norman said as he looked down at the hero.

"You have no idea." Spider-Man groans out as Osborn goes to take off his mask.

But Doc Ock injects him with Spider-Man's D.N.A. he just experimented on. "What did you do?!"

"I've just given you everything you ever wanted, Norman. Consider this my resignation." Doc Ock said in a metal container leaving only his head bare.

(A/N: For a better image look at this episode.)

"Doesn't pay to turn your back on anybody these days," Spider-Man said before he gets picked up by Doc Ock.

 _Naruto And The Team._

"Argh! Could you go any slower?!" Nova asked the slow-moving bot.

"Could you speed it up with your power?" Naruto asked as the others leaned against the wall waiting for the bot to move farther away.

"Good idea!" Nova said before hitting the bot with a small bolt.

And had it speed down the tunnel having the team run after it.

"Move it, Bucket-Head!"

 _Unknown Location._

Norman groans and pants heavily as he laid on the floor. "Otto... why? After everything I've done for you?"

"For me"? FOR ME"?! You treated me like a slave! Destroyed my lab with me in it! And turned me into this. All you've done for me is give me pain!" Doc Ock yelled at Norman.

"Got a point there, Norman. Worst boss ever!" Spider-Man quipped from his spot.

"It's no use fighting it, Osborn."

Norman goes to grab Doc Ock but collapses weakly. "You... You've betrayed me."

"You arrogant buffoon! If I had cracked the formula, don't you think I would've used it on myself? I've just injected you with a fusion of Venom's AND Spider-Man's D.N.A. If my calculations are correct, it should produce a most interesting result, only this time one that I control."

"Looks like the grown-ups have some talking to do. I'm just gonna..." Spider-Man trailed off as he wriggles free and spins a web to escape.

But is smacked about by Doc Ock. "Ouch! That hurt."

"You want to know the most delicious part, Osborn, you pompous half-wit? After all of your schemes of catching Spider-Man and stealing his D.N.A., you never realized he belonged to you all along. His powers are a product of Oscorp's technology! Although I have yet to discover how it happened, Spider-Man is your greatest accomplishment." Doc Ock said revealing Oscorp created Spider-Man's power.

Doc Ock then puts a shock collar on Osborn's neck and cackles. "As an art form, revenge is nothing if not beautiful. Now, there's still a matter of finding out what makes you tick. Fortunately, I no longer need you alive for that." He then pins Spider-Man down and brings out a circular saw blade. "In fact, dissection is desirable."

"Sounds fun. Let me check my schedule. How 'bout never? That work for ya?" Spider-Man said as Naruto and the team broke in.

"Fury's lapdogs and the Avenger."

"What the hell is goin' on here?" Naruto asked seeing Norman on the ground.

Doc Ock threw several panels at the team, only for Power Man and Iron Fist to block them as Tiger jumped to attack Ock who moved out of the way. They then heard Norman groan and scream as he started changing.

He is now noticeably larger as his skin turned into green scales, with larger pointy ears, yellow pupil-less eyes, and a double chin with horns sticking out.

Doc Ock then threw a tank having fire cover the room as Norman roared and attacked Dr. Octopus. Doc Ock then turned on the collar he placed on Norman, only for Norman to pull it off having the system shock Dr. Octopus as well.

Norman grabbed Doc Ock's tentacles and spun him around, hitting the heroes as well before tossing the mad scientist to the other side of the room and looked towards the heroes. Only to see they were gone.

Up ahead in the tunnel Naruto had them run out to defend against Norman before he caught up and plowed threw Iron Fist, White Tiger and pinned down Power Man and stomped on his left arm. "AAH!" And actually broke it.

Naruto created a clone that grabbed the others and disappeared as the real one looked to Norman.

"Norman, if you're in there, let me know," Naruto said as he heard an explosion from the other end.

"No Norman, only Goblin!" Norman yelled before he was hit with a large _Rasengan_ (Spiraling Sphere.)

Naruto ran after Norman who flew down the hall and saw he was in Oscorp building but there was no sign of Norman.

 _S.H.I.E.L.D. Heli-Carrier, Med Bay._

"You did good, team." Fury said while walking in the med bay where the team sat on beds being treated, helmet and masks off with Luke having his left arm in a sling. "S.H.I.E.L.D. is tracking the Goblin."

"I should've have seen it coming!" Peter said as Naruto walked up to him.

"That's because you have blinders on when it comes to your friends and family. When it comes to the hero part, sometimes you gotta put away your personal life. It's kind of like when the police have to arrest someone they know if they're the ones there. We'll get him."

"We?! You don't get it! There is no 'We'. It's my D.N.A, my friend-!"

"My friend as well Peter! Don't think you're the only one who cares what happens to him!" Naruto yelled before Peter left putting his mask on.

"No one else gets hurt because of me. It's my problem. It's my mess. I have to clean it up. And I'm gonna do it alone." Peter said as the door closed behind him.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781 and Chaos-PSD.**

 **OK remember to read Ch. 19 first as this is a triple update.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	21. Chapter XXI: The Rise Of The Goblin

**Disclaimer: I don't own Naruto or Ultimate Spider-Man**

 **A/N: This is a triple update so read Ch. 19 first.  
**

 **Beta: Jebest4781 and Chaos-PSD.**

* * *

 **Chapter XXI: The Rise Of The Goblin.**

 **Last Time.**

 _S.H.I.E.L.D. Heli-Carrier, Med Bay._

 _"You did good, team." Fury said while walking in the med bay where the team sat on beds being treated, helmet and masks off with Luke having his left arm in a sling. "S.H.I.E.L.D. is tracking the Goblin."_

 _"I should've have seen it coming!" Peter said as Naruto walked up to him._

 _"That's because you have blinders on when it comes to your friends and family. When it comes to the hero part, sometimes you gotta put away your personal life. It's kind of like when the police have to arrest someone they know if they're the ones there. We'll get him."_

 _"We?! You don't get it! There is no 'We'. It's my D.N.A, my friend-!"_

 _"My friend as well Peter! Don't think you're the only one who cares what happens to him!" Naruto yelled before Peter left putting his mask on._

 _"No one else gets hurt because of me. It's my problem. It's my mess. I have to clean it up. And I'm gonna do it alone." Peter said as the door closed behind him._

 **Now.**

 _New York City, Four Days Later._

Four days passed since the Green Goblin incident. Neither Naruto or the team has seen much of Peter only showing up for school the previous day. Naruto, knowing he's been staking out Harry's place in case Norman tried anything. Naruto walked to school before seeing Harry's limo pull up and then saw the Green Goblin drop down and grabbed the hood.

"Damn." Naruto cursed before running to the alley beside the school and changed.

He then ran and saw his team running beside Spider-Man who landed.

"I thought I told you all to stay out," Spider-Man said over his shoulder before Power Man spoke.

"Didn't listen, picked that habit up from you."

Naruto ran over before jumping in the air and brought a tonfa stick down on the Goblin before looking to the others. "Team, we'll distract the Goblin, Spider-Man, get Harry out of here."

"But-!"

"NOW!" Naruto yelled as he moved to dodge to keep the Green Goblin from grabbing his leg.

Naruto then jumped up and brought his leg down on Goblin's head with a chakra infused kick having Goblin hit the ground and cracked it. He looked to see Spider-Man telling Harry that his father was injected and turned into the Goblin before Goblin got up and grabbed Naruto before throwing him towards the school.

Naruto flipped to land in a crouch on the wall, although he created spider-web cracks in as he landed. He saw Coulson run out in armor and a helmet to hide his identity. Naruto jumped over to Spider-Man and Harry as his team distracted the Goblin. "Harry, go with the agent, now. It's not up for debate."

"But-!"

"Either stay here, get hurt or killed. Or go with the agent and stay safe. That right now is not your dad, that is him on Venom if it helps you get the hell out of here! I will knock you out if I have to."

"If that is my dad, promise you won't hurt him." Harry sad before Naruto turned around.

"Civilians, S.H.I.E.L.D. personnel and my team take priority. If saving them means injuring your dad. I will choose them."

"You're not supposed to be here!" Spider-Man yelled getting Naruto's attention.

"I'm not your friend in this getup. I am not only your leader but an Avenger. So I don't give a damn what you said, you don't order me, I order you." Naruto said as Power Man threw a fire hydrant at Goblin knocking him out.

"Tiger to Fury. 'Mean Green' is down. Awaiting extraction at Midtown High." Tiger said as Naruto pinned Goblin with Ninja wire.

" _S.H.I.E.L.D.'s on the way. Fury out._ "

Naruto then went through hand signs and slammed his hand down before a dirt dome covered Goblin before repeating the process twice, each one bigger than the last to hold Goblin down.

"OK everyone inside. We'll go to the Heli-Carrier."

They went into the school with Harry being blindfold and then went to the detention room where they dropped through the floor.

 _S.H.I.E.L.D. Heli-Carrier._

The Team walked in the main room as Harry unmasked himself as Fury walked up to the group.

"We're taking off. Now!" Fury ordered having the carrier lift out of the water.

"You played it like a leader," Coulson said to Naruto who was looking out of the window.

"I know."

"Ground team. Status update on the Goblin." Fury said as gents typed o a keyboard.

" _We got him, Director Fury. Goblin down. I repeat! Goblin down._ " A man said over the intercoms getting everyone to cheer.

Naruto turned to the right and saw one of S.H.I.E.L.D.'s jets flying towards them. Narrowing his eyes, Naruto took several steps before yelling out. "GET THE HELL OUT OF HERE!"

The Goblin jumped out of the cockpit cackling madly before he crashed through the mostly empty room and walked out of the wreckage. Goblin gave a sinister smile before speaking in another voice. "We got him, Director Fury. Goblin down. I repeat! Goblin down."

"Dad, you're alive."

"Oh, yes, son," Goblin said in his deeper voice. "Very much so. Don't believe Spider-Man, Harry. Don't believe a word-!"

" _I got you now, Norman!_ " Naruto had a holo-screen come up playing footage of Octopus injecting Norman with a serum.

"That's what happened Harry. That's not your father right now."

"I gotta hand it to you, Osborn, you do surprise well. A few days ago you were a decent man." Fury said pistol pointed at Goblin.

"I… evolved."

"Then you're smart enough to understand, we can get you a cure."

"Cure? I am cured!"

Harry then started to walk, breaking free of anyone who tried stopping him before a little of Venom seeped through his clothing. Iron Fist and Power Man tried stopping him, only for Harry to throw them back.

He tried to talk to his father, only to be pulled back with webbing as Naruto hit a button having a blue energy wall come up. Once getting Harry out of the room, Naruto hit the button again showing Goblin was gone.

"Where'd he go?" Power Man asked looking around.

"Through there," Naruto said pointing to a staircase near the window.

Going through it, they came to a destroyed room where Curt was under rubble with his right arm under a large piece of the ceiling.

"Curt!"

"Dr. Connors!"

Naruto and Power Man pulled him away and showed his right arm was crushed. "He's… He's not gone." Connors said before they heard laughing and Goblin jumped out of the smoke on a glider and two metal gloves on his hands.

"Such wonderful toys, Connors. This new glove..." Goblin trailed off as he looked to his glove. "Fits like a glove.

"Weak!" Naruto yelled as he created a clone that took Connors out of the room.

"A glove is only as strong as the fist within it." Iron Fist said, right hand glowing before he attacked. "Hiya!"

He sent Goblin flying into the wall before the Goblin growled and held his hands out. And shot two beams before Spider-Man swung kicked him off the glider.

"I may have been hasty in writing you off." Goblin said annoyed as he rubbed his head with his left hand. "You are truly one of my greatest achievements, Spider-Man!" Goblin yelled as he stood up.

"You wanna know who's responsible for who I am?" Spider-Man asked running to punch Goblin. "My mentors. My friends. My team!" He yelled hitting Goblin with each sentence.

"My… What a powerful speech." Goblin said before being blasted by Nova through the hull to the outside.

"Where did he go?" Nova asked looking at the hole to the outside.

Suddenly, the carrier shook before Fury ran to a computer. "He took out the engines. We're going down." He said before hitting a button. "This is Director Fury. Order 9 Alpha Zeta! A full evacuation of the Heli-Carrier! Repeat! Full evacuation!"

"Fury, I got the Goblin," Naruto said as the team went to the middle of the room. "Everyone else, leave. That's an order." He said before everyone felt dread and malice in the air.

Looking back, they saw Naruto covered in red chakra before he walked forward. "He messed with my friends, my family. Now, he must pay t **he price!** " Naruto said voice distorted at the end from anger. "That goes for you too, Harry."

They looked to see Harry panting by the door. "You said you would help him!"

Naruto dashed over and looked at Harry. "I am, but right now he's not himself and just took out the engines, now there are millions of people in danger now. So shut the hell up, and get out of here with the others."

Naruto saw that Venom started to seep out before flaring his red chakra scaring it away before knocking Harry out with a chop to the neck. He tossed Harry to his team as the floor they're on started lowering.

Goblin then dropped down and looked at Naruto before Naruto punched him through several rooms. The Heli-Carrier crashed back in the water as the rooms started to flood.

" _Shinobi, come in. What's your twenty?!_ " Tiger asked from Naruto's watch.

"Don't worry about me, I can handle myself," Naruto replied before dodging a piece of metal.

"Opting for the hard way?"

Looking up, Naruto smirked as he cracked his neck. "Nah, going for the easy way. You, on the other hand, opt for the hard way."

Naruto then dashed kicking water up to the ceiling and quickly punched Goblin multiple times before spin kicking him out of the room. Suddenly, several laser shots hit the Goblin.

"Do you ever listen to me?"

Naruto looked over his shoulder and saw Fury with a rifle. "Nope! And I'm not starting anytime soon." Naruto replied before hearing an explosion.

 _BOOM!_

Looking back, he saw Goblin flying away creating another hole having more water come in, as a piece of metal hit Fury on the leg. Getting rid of the red Chakra, Naruto helped Fury to an escape pod before swimming to help anyone else trapped on the sinking carrier.

Outside, multiple pods floated to the shore as everyone looked to the sinking carrier that was mostly underwater.

"Where's Shinobi?!" Tiger asked as ten more pods came out of the water.

"Down there, saving everybody," Connors said looking at the carrier.

 _BOOM!_

The carrier exploded as everyone closed their eyes.

"NO!" Tiger yelled seeing fire cover the carrier as well.

"What are we looking at?"

Looking over their shoulders, they saw Shinobi, tears on his clothes walking up as burns and cuts healed. He was then tackled by Tiger in a hug getting the ninja to chuckle. "I knew you liked me."

She quickly blushed and let him go.

"You're alive!"

"I knew it all along!"

The others came up and congratulated their leader. Naruto held out his left hand and stopped Harry from pushing him. "Look, kid, I had a long morning and I'm too tired for your bullshit. Your dad is alive, but I cared more about the others on the carrier and this city so shut up and go home."

Harry just pushed himself past the heroes before Spider-Man raised a hand.

And was stopped by Iron Fist. "Let him go. Maintain balance. Spider-Man may be his enemy in battle, but Peter is still his friend at home."

"Speaking of homes..."

They turned to Power Man who looked at the carrier. "I think ours just sank."

"You all lived on the carrier?" Spider-Man asked before White Tiger turned to her leader.

"We'll talk about our housing problem later. First, what's that red… Chakra you used? You never used that before."

"Never needed it before and we were on a time crunch. But it's my tenant." Naruto explained crossing his arms.

"Tenant?" Nova asked as red chakra covered Naruto before forming a ball beside him. Suddenly, a red-furred fox appeared with 9 tails that quickly turned to one appeared. " **Hello Meat Sacks!** "

"This freeloading mutt is Kurama, a chakra beast that was sealed in me at birth as he was controlled to attacking my village and that was the only way to save it."

" **Screw you Naruto,** " Kurama said miffed at the comment Naruto called him.

 _Queens, Naruto's House Night._

The door opened up having Kurama run in and jump on the couch as Naruto dropped his keys in a bowl on a table beside the door. "Pick any room you want upstairs that only has a bed and dresser in them. The closets will be open in them as well."

Naruto turned to his team in civilian clothes and duffel bags. "Really no rules outside of keeping my house clean, ten o'clock curfew, 12 on weekends and holidays. And that's just to be inside. Lights out will be 11 on weekdays and at least by 12:30 on weekends and holidays. And you do your own laundry. Any questions?"

"What's the bathroom schedule?" Ava asked crossing her arms.

"We'll go for a few days without one to see how long each of you take. The longest will go last to preserve warm water. But you'll each wait 10 minutes after each other to allow for the water heater to warm the water again. OK?"

"You got cable?" Luke asked, arm still in a sling.

"Yeah, plus all three of the gaming consoles. Now go up and pick out a room. You can bunk if you want." Naruto finished as the teens walked to the stairs on the left of the door.

 _Osborn Penthouse._

Harry slept in his bed as Goblin was standing by him. He saw Venom coming out of his arm before placing his gloved hand near it. And had a clamp come out of the finger and picked a little of it out before pulling it back in the finger.

"Harry… You're not fit to wear this magnificent creature on your worthless hide. But I'll find someone who is." He said before walking out on the patio and jumped off onto his glider before flying away.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781 and Chaos-PSD.**

 **OK remember to read Ch. 19 first as this is a triple update.**

 **OK, I had the team stay with Naruto rather than with Peter as I had Naruto be Peter's neighbor. For a better picture of his house just picture Peters but I'll have a furnished basement. And I'll have May stop by as a once a week dinner meet up due to Naruto now having a full house to still use her scenes in the 1st 9 Episodes of the 2nd season**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	22. Chapter XXII:Spies, Moles, and Kangaroos

**Disclaimer: I don't own Naruto or Ultimate Spider-Man.**

 **A/N: Just a heads up, I'll be busy for the last week this month so for this week up to the 22nd I'm going to write a couple of Ch.'s ahead so I can upload this and my Ultimate Spider-Man story or update them several times for that week if I'm really busy.**

 **Beta: Jebest4781 and Chaos-PSD.**

* * *

 **Chapter XXII: Spies, Moles, and Kangaroos.**

 **Last Time.**

 _"What's the bathroom schedule?" Ava asked crossing her arms._

 _"We'll go for a few days without one to see how long each of you take. The longest will go last to preserve warm water. But you'll each wait 10 minutes after each other to allow for the water heater to warm the water again. OK?"_

 _"You got cable?" Luke asked, arm still in a sling._

 _"Yeah, plus all three of the gaming consoles. Now go up and pick out a room. You can bunk if you want." Naruto finished as the teens walked to the stairs on the left of the door._

 _Osborn Penthouse._

 _Harry slept in his bed as Goblin was standing by him. He saw Venom coming out of his arm before placing his gloved hand near it. And had a clamp come out of the finger and picked a little of it out before pulling it back in the finger._

 _"Harry… You're not fit to wear this magnificent creature on your worthless hide. But I'll find someone who is." He said before walking out on the patio and jumped off onto his glider before flying away._

 **Now.**

 _New York City, Two PM._

Shinobi landed on a building in Times Square overlooking a new S.H.I.E.L.D. test of their new L.M.D.'s or **L** ife- **M** odel **D** ecoys who has the capability to photographically project an exact appearance of a person and could put up a good fight. And Naruto was chosen to overlook them to see if they could be used so he and his team could swap with them during school hours.

' _Somehow I think the others got the better deal._ ' He thought as he watched the L.M.D. of Fury walking around for the test.

Suddenly a group of men surrounded the fake fury all wearing green full body suits with cows, yellow eyes, harnesses, gloves, and boots.

' _HYDRA._ ' Naruto thought as he recognized the group he and the Avengers fought several times before.

HYDRA is a terrorist-criminal-paramilitary organization bent on world domination. It was founded in ancient times as a secret society centered around the fanatical worship of a powerful Inhuman that was exiled to the planet Maveth by ancient Inhumans. Ever since his banishment, the cult has been determined to bring him back to Earth to commence a planetary takeover.

Over the centuries, the cult evolved, taking many forms, with its most recent incarnation coming into existence shortly after the rise of Nazism in Germany by Johann Schmidt as the scientific branch of the Nazi Schutzstaffel. During this time, the cult took on the name HYDRA, which has become the organization's most colloquial label.

During World War II, Schmidt separated HYDRA from Nazi Germany to start his own conquest of the world. It is now an enemy of S.H.I.E.L.D.

Naruto then dropped down as the fake Fury was shot in the back by a woman.

She is a tall and slender woman with long black hair, which covers the right side of her face. She's wearing a skin-tight green bodysuit leaving the top of her arms bare and two belts on her waist in an 'X' pattern.

This is Madame Hydra, HYDRA's current leader.

Naruto dropped down as she picked out a pin from the L.M.D. and put it in her wrist gauntlet. "I knew this was an android Fury. I was counting on it. Because I know that they have a self-destruct code key. And now Madame Hydra has one. At the touch of a button." She said pressing the button just as Naruto tackles her as a bunch of clones tied up her men.

He heard explosions over his earpiece before sighing and spoke. "Fury, maybe next time they should each have their own code." Naruto then pulled Madame Hydra up as police and S.H.I.E.L.D. agents came over.

Naruto yawned as he stretched before seeing a subway entrance. "Might as well turn in, I've been doing this since five this morning."

After changing out of his costume, Naruto got on the subway in a nearly empty car that has two Caucasian elderly ladies wearing business dresses.

One Caucasian pregnant woman with long black hair and glasses wearing a purple sweater over a black jacket, cargo pants, and tennis shoes muttering as she looked at her phone.

And one Caucasian man with brown dreadlocks, an eyebrow piercing and a purple tattoo on his neck. He's wearing a black beanie, black jacket, and jeans with tennis shoes.

Suddenly, the car shook as they were lifted up and pushed to the side. The lights went out before Naruto quickly changed into his costume and pulled out a blue glow stick.

"Everyone OK?"

"You hafta be kidding me. Did we just crash? For real?" The pregnant woman asked holding her stomach.

"Goodness. At least the damage doesn't look too bad." One elderly woman said.

"How can you tell? It's almost pitch black!" The other replied.

"OK stay calm, I'll get us out of here," Naruto said before taking a kunai and jabbed it at one of the free windows and got out.

He dropped the stick and started pulling the others out starting with the elderly women.

"I didn't know Shinobi worked for the subway."

"I don't."

"I guess if you did, you wouldn't have broken the window."

After getting them out, he helped the pregnant woman next.

"You gonna be alright, miss?" He asked.

"If I go into labor, I'll be sure to let you know." She said annoyed.

"Yo! You better not try to ditch us. Cuz, I just got outta prison, yo." The lone man of the group yelled as he dropped down.

"Yeah, yeah. Keep your dreadlocks on." Naruto said as they started walking, him noticing that the other cars were empty before coming up to a dead end. "Looks like we're going to have to go the other way." He finished before seeing an opening beside the tunnel. "Let's try this."

As soon as they walked in, a green light went on showing small mole-like people wearing loincloths

"(HISS!)"

"OK, let's back up before I deal with these mole people," Naruto said as he took several steps back before the mole people jumped. "RUN! I'll hold them off!" Naruto yelled before creating clones to help while the people ran.

He dashed forward before they came across another group with a short man stood in front of them wielding a wooden staff.

He has black hair, pale skin purple glasses and is wearing a green full bodysuit with a high collar and cape.

"I am ruler down here. I am power incarnate. I AM THE MOLE MAN!"

"HA-HA-HA-HA-HA-HA-HA!" Naruto started laughing at Mole Man.

"Stop laughing."

"I can't! Your name is Mole Man!"

"Fool. When I conquer your world. Your kind will learn to respect and fear me." Mole Man yelled getting Naruto to stop laughing.

"So you dug that dead end?"

"No, he did." Mole Man said as a very large star-nosed mole came up before Naruto created a clone.

The clone created a large _Rasengan_ (Spiraling Sphere) that hit the mole before he punched Mole Man knocking him out. Naruto then turned to see the people fighting the mole people before helping out and quickly finished.

"We saw you standing up to the guy and were inspired." One elderly woman said

"Plus we're New Yorkers. This thing comes naturally." The other said.

"Yo! The fellas in my book club are never gonna believe this!" The man said with a black eye as the pregnant woman dropped to the ground and groaned.

"Remember when I'd tell you if I went into labor?"

"You're joking?" Naruto asked as she groaned loudly.

"DOES IT LOOK LIKE I'M JOKING?!"

Later, after giving birth, Naruto got the group out and saw a group of reporters waiting on them taking pictures.

 _A Few Days Later, New York City Bank._

Naruto and White Tiger wrapped up a group of masked men trying to rob a bank before her watch rung.

"White Tiger here." She said looking down to see Fury.

" _This is Fury. Spymaster is on the loose at Kimball Field! He's stolen an experimental mutant growth serum from Stark Industries._ "

"OK Tiger, let's go," Naruto said wrapping his arm around her waist and dashed out.

 _Kendall Field._

"Well. We're here. Which means that you won't be feeling me up anymore." Naruto said as he came to a stop in a large field with hot air balloons around.

"I-I wasn't feeling you up!" She said as she started to unwrap her arms around her leader.

"Really? I thought that was you when-!" He stopped as she extended her claws and gripped his shoulders. "OK, kidding!"

He looked around before shooting his grapnel at the closest balloon and pulled them both up to it.

"Don't mind us, just looking for a criminal," Naruto said to the lone man before seeing Spymaster.

He's wearing a black full bodysuit with a yellow belt that had an 'S' on the buckle, yellow from the face down and had a red globe with a knife on the chest.

"YO!"

Naruto yelled before jumping over to the balloon and punched Spymaster to the floor, knocking him out before picking up a canister and had the balloon descend.

"Did you really need me?" White Tiger asked before Naruto looked to her.

"Of course, the hero always needs a good looking female sidekick."

"I'm not a sidekick!"

 _A Few Days Later, Stark Expo._

Naruto and Mary Jane stood in a building in a section that was a holographic rain forest.

"I so can't believe we are stuck inside on the most gorgeous day of the year," M.J. whined looking outside to Central Park. "I mean, C'mon! Just look at Central Park, Naruto!"

A frog and bird flew through Naruto who looked back at the reporter. "You're a reporter M.J., not everything happens outside. Now come on, Tony's here."

The rain forest disappeared as the two walked to a stage were Tony stood in a business suit with two women in red dresses.

"Ladies and gentlemen welcome to this year's Stark Expo!" Tony said over the speakers with a headset on. "Obviously you recognize my handsome face as Tony Stark. Hero to millions. I'm here presenting the latest from Stark Innovations… The Rhodes 4D-TV! A television embedded with the latest in Stark Enterprise patented 4-D technology."

"The Rhodes 4D-TV is a look into our future! A fully immersive Four Dimensional future! Don't just see the world… Experience it!" Tony finished as M.J took notes.

 _CRACK!_

"DOWN!" Naruto yelled as lightning hit the stage.

"Look out!"

"Electro!"

Everyone looked up to see a man in the air, yellow electricity covering him.

Electro's wearing a green bodysuit with yellow gloves, boots, and a large 'X' on his chest styled in electricity bolts and a yellow electric star mask.

"Why waste your time with television, when you can have a truly ELECTRIFYING experience? Like the razor-sharp sensation of a thousand watts surging through you!"

"RUN!"

"GET OUT!"

"What's an electronics expo without a little-!"

Electro was then punched by Shinobi's rubber shirt as he and Iron Man came down from the ceiling.

"I-I give up!" Electro said before electricity covered his right hand as Naruto walked to him.

He then hit Iron Man having him shot Naruto with his repulsors, pushing both Naruto and Electro into his 4D-TV screen.

 _Inside the Television._

Naruto groaned as he shook his head and saw he was in a large city. "What? I thought we hit Tony's TV?" He asked before a bus-sized reptilian foot landed just barely missing him.

Naruto sighed as he slowly looked up. Piecing together what happened before seeing the large reptile destroying the city with spikes plates coming out of its backs. "(Sigh) At least it's not the '98 one." He said before turning and ran away.

And saw Electro with a bleeding hand.

"Ow, I cut my hand."

"RRRUUUU-" Naruto yelled before passing the villain. "-UUUUNNNN!"

"What the hell is that thing?! Where are we?!" Electro asked before running beside Naruto.

"That old Japan monster movie!"

"It's not the '98 one is it?"

"Nope, the design is different!" Naruto replied before they suddenly found themselves in a 20's vampire movie.

"What the hell?" Naruto asked before they were suddenly in a Western as Electro tried to attack and found themselves on a hill with creatures that had TV's in their stomachs.

"Oh (BLEEP) no!" Naruto yelled, before blinking as his curse was bleeped.

They then appeared in a room before the wall was broken down as a large glass pitcher of purple liquid bursts in holding a smaller pitcher. "OH-!"

"No!" Electro yelled cutting the drink mascot off having him slowly walk backward and back outside.

They then found themselves back in the expo before Iron Man caught Electro with his repulsors creating a bubble around Electro.

"What happened? Where'd you go?" Iron Man asked, faceplate lifting.

"In that TV."

"Fascinating… So you were transported into the shows? We need to brainstorm the-" Iron Man was then cut off by Naruto.

"Yeah, yeah. Later."

He then appeared out of costume beside Mary Jane before leaving to Central Park as the sun was setting.

 _The Next Day Museum._

"You're so uncultured!"

Mary Jane said to Naruto who was taking pictures for her in the new exhibit.

Naruto deadpanned as he looked at the fake skull with diamonds on it. "It's a skull with diamonds on it!"

"You can not be serious."

"G'Day, miss." A man said walking up in an Australian accent.

He's wearing a brown trench coat and red beanie.

"Maybe I can explain ta yer mate here the otherworldly beauty and profound meaning of the Dinkum masterpiece, How it plays with the concept of worth and identity and what have ya."

"Exactly!"

"Nice accent, where are you from?" Naruto asked.

"Australia, mate. In Sydney, they teach us to appreciate high achievements in creative expression. And women..." The man said putting his right arm around Mary Jane's shoulders.

"Seems like you're appreciating a little fast," Naruto said before hearing static from the man's hat.

" _Quit yabbering Hamish! You show pony, grab the thing_ _o_ _already!_ " A man said in an Australian accent.

"Did your hat talk?" Naruto asked before grabbing Mary Jane and pulled her away as Hamish's hat fell off showing robotic kangaroo ears and a robotic kangaroo armor as he tore off his jacket.

Hamish then pushed Naruto towards the balcony revealing they're on the middle floor as he jumped to the skull on his robotic kangaroo legs.

"Sorry to smash and jump, New York! But the Kangaroo's gotta shoot through!"

Naruto fell off the floor and grabbed the bottom to swing to the floor and went into a room and changed costumes.

Shinobi jumped up to throw a bolas at the Kangaroo's feet having him jump up from the balcony towards the ceiling with Naruto following after before a second muscular man in a kangaroo armor jumped on Naruto.

"Call this stickybeak an ambo!" ( **1.** )

"Watch the skull mate!" Kangaroo said to his brother Jack ( **2.** )

"Damn it, me too!" Naruto yelled before they landed.

"You've come a guster this time, ya Galah!" Kangaroo said as Naruto looked at them.

"Either I got a concussion, or you're making words up!"

"What you've got is trouble, courtesy of the Kangaroo Brothers!" Jack said before Naruto ran past them, grabbing the skull.

"See ya!" Naruto yelled looking at the two before being punched by another kangaroo-themed man with long grey hair.

This is Old Man ( **3.** )

Naruto fell down a floor and caught the skull before hearing a female voice behind him.

Looking back, he saw a woman with wild red hair with shoulder-length bangs also in a kangaroo-themed armor.

This is Jill. ( **4.** )

"You a kangaroo brother also?"

"Kangaroo sister."

"And you're gonna hit me too?"

She then swung her tail at him. "Sorry, Mate. I bet you're a right cute bloke under that mask."

"Aw, that's sweet!" Naruto said as he was hit before kneeling to hold the skull.

"Aw, C'mon. Do a turn for a Sheila?" Jill asked as Naruto turned to look back at her.

"Sorry!" He then dashed with the Kangaroo Family chasing after him.

"Shinobi, look out!" Mary Jane said as Naruto past her and he was then tackled by two twin men in kangaroo armor with red hair

These two are Boomer and Buck ( **5.** )

"Beauty, brothers. I got the Doovalacky." Boomer said before Naruto got up and swiped the skull.

Only for Jill to snatch it back.

"Good on ya, handsome!" She yelled sticking her tongue out.

"Thanks, but no thanks, lady!"

"Drop it, Yank." She said as Naruto dashed and grabbed the skull

"Take it! YANK!" He then jumped to the ceiling and sat cross-legged as the Kangaroo Family tried jumping up to catch him.

A few minutes went by before he dropped a kunai explosive tag.

 _BOOM!_

And then dropped to tie the gang up as the cops ran in and took the family.

After the cops left, Naruto walked out of a room and was tackled in a hug by M.J. "Naruto! You're OK! I was so worried!"

"Yeah, I'm OK. Only got a shot of the end though." Naruto said holding up his camera.

"To make it up to me, you'll have to come to my next assignment." She said as they walked out of the hotel.

"Yeah, I don't think so."

"Pleeeeeease?" She asked wrapping her arms around his right one, eyes watering.

"(Sigh) OK."

 _Naruto's House, Night._

Naruto walked up the stairs and to his bathroom before knocking. "OK, I need in there!" He yelled before the door opened. "I had a long day and I..." He trailed off as he saw Ava in a white towel that showed her cleavage and barely came down past her waist.

"OK, all yours." She said as Naruto watched a drop of water fall off her nose and rolled down into her cleavage.

"Huh?" He asked before she walked out and down the hall into her room before closing the door.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781 and Chaos-PSD.**

 **1\. While I won't write the accent for people (Ze for the or for Southern Accents Ah for I and Ma for my) I will write any lingo they would say.**

 **2-3. For the Issue, they are just called the Kangaroo Brothers so I used names for male kangaroos.**

 **4\. Again, she was Kangaroo Sister and gave her a name for female kangaroos.**

 **5 And again they were the Twins and gave them the names for male kangaroos.**

 **They aren't up on the Wiki/Fandom site for whatever reason or I would put them in my profile.**

 **A reason for the multiple storylines for this Ch. and the next... Two. Is because the OC storylines for the first set of the tie-in comics (They had '12-'13 for them) had two storylines for each issue that was only 8 pages long each.**

 **This is the last 2 pages of issue 1-3 (Issue one was mostly how Peter ordered the birthday cake for Ben for the 1st episode but had to fight Shocker first. And them trying out the LMDs to see if the team could use them if business called while they were in school**

 **OK, this was an issue for the tie-in comic for season 1. There are sets that take place for each season at least up to the 3rd season.**

 **And in case you didn't read at the top, I'll be busy next week the 22nd-30th of this month (June) so I'll be using this week and write several chapters at a time and just upload a couple of times a week on that week.**

 **(Maybe up to 3 times for each story in case I'm really busy) And I've already got the next Hero Rising Ch written out as for these monthly updates for that story I written the Ch right after uploading the previous in case something happened to make me busy for the last week as I will be.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	23. Chapter XXIII: Baseball and Pies

**Disclaimer: I don't own Naruto or Ultimate Spider-Man.**

 **A/N: OK, the good news is that I'm not busy this week but next week so I'll just write another Ch or 2 for this week to upload next week. I'll talk more down below.**

 **Beta: Jebest4781, and Chaos-PSD.**

* * *

 **Chapter XXIII: Who Doesn't Like Baseball and Pies?**

 **Last Time.**

 _"Yeah, I'm OK. Only got a shot of the end though." Naruto said holding up his camera._

 _"To make it up to me, you'll have to come to my next assignment." She said as they walked out of the hotel._

 _"Yeah, I don't think so."_

 _"Pleeeeeease?" She asked wrapping her arms around his right one, eyes watering._

 _"OK."_

 _Naruto's House, Night._

 _Naruto walked up the stairs and to his bathroom before knocking. "OK, I need in there!" He yelled before the door opened. "I had a long day and I..." He trailed off as he saw Ava in a white towel that showed her cleavage and barely came down past her waist._

 _"OK, all yours." She said as Naruto watched a drop of water fall off her nose and rolled down into her cleavage._

 _"Huh?" He asked before she walked out and down the hall into her room before closing the door._

 **Now.**

 _Morning; New York, Yankee Stadium._

Naruto sat near the end of a row with the team watching a game of baseball.

"Really?" He asked looking towards the stairs as Fury was standing by him.

"What? Gotta look the part. It would be weird if Shinobi and his team were at a game that has the Boomerang on one of the teams." Naruto explained as the reason he's there was to capture the Boomerang, real name Fred Meyers.

"So I brought the others to unwind," Naruto said as the others cheered on the team before Fury sat down and brought an image of the team's pitcher who was Boomerang in disguise. He's a Caucasian man with shoulder length light brown hair before showing him in a purple costume with a silver boomerang on his forehead.

"OK, I'll get him." Naruto went into a restroom and quickly changed before walking in the locker room where Fred was sitting on a bench.

"I guess you got me," Fred said before explaining he wants a fresh start and will give up after the game.

"OK, but I'll be watching," Naruto said as Fred walked out before grabbing a bat.

Naruto walked to the door to the field and saw Fred holding the manager of his team with a sharp boomerang at the throat before walking up and hit him with the black baseball bat and knocked the villain out.

Up with the others, Naruto sat back down with an autographed black bat. The signatures in silver marker ink before finishing watching the game with his team.

 _A Few Days Later._

Shinobi landed beside his team as Batroc the Leaper and the Juggernaut after they stole something from a S.H.I.E.L.D. truck for the lab in their temporary base.

"Where'd they go?"

Spider-Man pointed to a street that had a parade going by. "Everyone split up," Naruto ordered as he and Tiger stayed. He looked to a ten-year-old girl with black hair and crouched down. "Excuse me, miss..."

"Katie."

"Katie, see any supervillains go by?"

"No, but one of the tuba players looks kinda like the Wizard."

"Thanks," Naruto said before White Tiger pointed to a float that looked like it was off the ground.

"I think they're there."

"I think you're right, Tiger."

Walking over, Juggernaut ran out followed by Batroc. Power Man and Iron Fist chased after Batroc who got on a fire truck before he kicked Iron Fist off and was then punched by Power Man into Nova who tackled him to the ground. Naruto then threw ninja wire at the Juggernaut with tags that exploded in green mist putting him to sleep.

Naruto landed beside Tiger as they saw a tuba player that did look like a bald Wizard.

"You know what I'm thinking about now?" Naruto asked his partner.

"That the tuba player does look like the Wizard?"

"Nope, that we should go home."

"Good plan."

 _Next Morning, Central Park._

Shinobi knocked out a man who was holding a wrecking ball on a chain. He's a bald Caucasian man wearing only jeans and work boots.

This is the Absorbing Man, real name Carl "Crusher" Creel, a supervillain that absorbs any material at will.

"Nice try. Almost broke a sweat there." Naruto said before walking to see Coulson running in a charity marathon before glue covered the road near the finish.

"Stop that Man! He has no idea what power he has!"

Naruto turned to see the Trapster holding a red gemstone as he covered a man in a black suit and top hat in glue. He then held the gem up and glowed red as Naruto landed by him and saw he gained black Juggernaut like armor.

"No one can stop the Juggernaut!"

"Really?" Naruto asked gaining his attention.

Naruto turned and ran to the marathon and jumped over the street as Trapster ran in his glue and fell down armor vanishing. And the gem appeared having Naruto pick it up as S.H.I.E.L.D. agents came over to them.

 _Midtown High._

Naruto was telling Coulson how he stopped a robbery in the morning before an alarm went off. He created a clone and jumped out of the window changing into his costume.

"Be right back!"

 _Manhattan._

Shinobi stopped on a lamppost and saw a large armored and spiked wheel rolling with a safe in claws.

"No one can top the Big Wheel!"

Naruto ran after the Big Wheel and saw the man in an armored suit driving it before the man shot heat-seeking missiles at the ninja. Naruto jumped over them and landed on the windshield and waved at the man. "Hello." Naruto jumped up in the air having the missiles hit the wheel.

 _BOOM!_

And blew it up.

Later, Fury looked at a tablet with Shinobi before he spoke.

"You and your team have been on point the last few days."

"Nah, these villains have just been easy for us."

 _A Few Days Later._

"Stop that… that thing!"

Shinobi landed on a building and saw a large mass of leaves and dirt run out of a building holding a dream catcher.

Naruto then dropped down and threw a bench at the creature who yelled out in a deep voice as it dropped the dream catcher.

"I'll take that!"

"Huh?"

Naruto asked looking to his left and saw a woman flying with dark yellow skin wearing an orange over the shoulder top with orange shoulder high gloves and asymmetrical pattern. Her left leg pant is orange with a knee-high yellow boot while her right is yellow with an orange knee-high boot.

"Who-?!"

"Well, that's Spring, and I'm called Summer. And this Summer is gonna be a blast!" Summer yelled sending a gust of wind at the ninja before having a small lightning storm form above her right hand. Naruto ran, and grabbed a banner before running over and wrapped it around Summer.

Suddenly, ice had covered Naruto before he looked to see a person made of ice.

"Y-You must b-be Winter," Naruto said shivering from the cold.

"And I'm gonna squash you like a-!" Winter said in a male voice stopped as Naruto glowed red and the ice around him melted before breaking free.

Naruto punched Winter before seeing a floating African American man who's bald and wearing a pair of yellow visor with brown short and pants.

"You must be Autumn," Naruto said as the man floated to him.

"No, I'm Fall."

"What's the difference?" Naruto asked before Fall touched him and he fell to the ground hard.

"'Cause that's what I make things do."

"Noted."

Naruto kipped up before dodging attacks from the Four Seasons and then appeared behind Spring.

"Summer says you talk too much."

Naruto then grabbed Fall and threw him at Winter. "Winter thinks he's the leader!"

He then looked to Winter. "And what did you call Winter?! Winter, are you going to let him get away with that!" Naruto then appeared beside Summer. "Spring said that suit makes you look fat."

"She said what?"

"Spring is a she?"

"Yeah, so?" Spring said in a deep voice.

"Nothing," Naruto said as the Four Seasons fought against themselves before reaching for his watch. "Fury? Do you have an element-proof vehicle? If so send it to the museum."

 _Next Day, International Baking Expo._

"I can't believe that we're here at a baking expo. Why do I have to be here Naruto?"

Ava asked her leader/roommate as they walked inside a cooking expo.

"Well, Miss Ava Ayala, C-Student in Home Ec. You need extra credit to bring that grade up!"

"I get straight A's in every class. I'm an honor student but because I can't bake a cake, my grades suffer?" She asked miffed at doing this.

"Home Ec has a bad rap. It's not that much work and you can eat your schoolwork plus homework. It's actually one of the easiest school subjects. Mrs. Buonomo said to do a report on the expo or wash dishes at the nearest diner."

"Cream puff?"

A man asked holding a tray of muffins.

"OK, maybe it's not that bad," Ava said before everyone started running out of the building.

"That's right fools! RUN! RUN! IN FEAR FROM SIMPLE SIMON, THE PIE MAN!"

They saw a man in a green chef outfit with guns that looked similar to the Trapster shooting pies at everyone.

The two teens left and changed into their costumes.

Naruto ran and attacked Simon who explained he gained great pie making powers after a dishwashing accident At the restaurant he was working for.

"I switched into my costume for this?" White Tiger asked in a bored tone.

"Listen, Chef Boy-R-U-Dumb. If you got a power to make pies outta thin air, why choose to be a villain? Why not feed the world?"

"You think I didn't think of that?!" Simon yelled before hitting White Tiger with a pie.

Naruto lifted his mask over his nose and tasted the pie on Tiger.

And immediately threw it up. "Holy shit! That tasted like manure!"

"See?! That's my curse! I can create pies but they taste terrible!" Simon yelled before explaining he was going to teach every cook in the world a lesson before attacking the heroes who dodged his pies.

He then grabbed steak knives and threw them as well. Simon then ran out of the building before being punched by a clone that poofed as soon as Simon hit the ground.

"I guess you were right."

Naruto looked to see White Tiger walking out of the building. "Home Ec. can be exciting. Maybe it isn't so bad."

"Glad to hear you say that Tiger. But there is one part that isn't fun. The cleanup." Naruto said looking at the mess in the building.

 _Later That Night, Belvedere Castle._

Naruto wearing a backpack walked in the door of the castle and saw Coulson was inside.

"Why am I here?" Naruto asked as they took several steps in the hall.

"Second Unit to Central Casting, the talent's with me. We're ready for our closeup." Coulson said before they suddenly sunk in the floor revealing a hidden platform. "It's not much. Just a satellite station. But it gets the job done. You want to see something really amazing? Don't miss the paper-mache birds."

"This an outpost?" Naruto asked as they came to an underground base.

"No, Naruto, 'Satellite' refers to what it monitors, Spy satellites. HYDRA, A.I.M., most Mega-Crime organizations have their own orbiting networks. This unit MONITORS them. Runs their highly encrypted transmissions through a series of decoding rings." Coulson explains as they walked past several agents.

"Every so often we get lucky and save lives. That's why the Vice-President's still alive."

"You saved the Vice-President? Cool, I saved both him and the President." Naruto said before they went to a door where Coulson had his eyes scanned showing a room with a red crystal in it.

"This is what we needed help with."

Naruto looked to the crystal before Coulson used a laser pointer on it having the crystal glow. Naruto then tackled Coulson as the crystal shot a large beam back.

"That was ten-fold of the pointer's energy," Naruto said standing up. "This could save the energy problem."

Suddenly a man ran in saying a U.F.O was flying towards them.

Running outside they saw a rock creature walking out of a space ship towards them.

Naruto changed and picked up a tuning fork device before holding it to the creature whose language came up as English through the speaker.

" _I am Gardoom! While traversing this quadrant my ship depleted its fuel. Just as my energy scanner detected energy emanating from a Power Crystal. I maneuvered my craft as best I could to the crystal location. My landing I admit left little to be desired. All I required is the temporary usage of the crystal channeling my bio-bursts through it will recharge my ship and I'll be on my way._ "

Gardoom explained as Coulson brought the crystal up and recharged his ship before he left.

"How'd you know he wasn't a threat?" Coulson asked Naruto who shrugged.

"I didn't. Just didn't want to take the chance of war if he was friendly." Naruto said with a shrug.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781, Chaos-PSD.**

 **OK like I said above next week is when I'm busy so I'll upload my Hero Rising Next Gen on Friday and finish with a triple upload for this story on Saturday for the anniversary.**

 **Also, I didn't talk about this last Ch to let people see it but The Avengers game was revealed at E3 and I'm excited about it. I know people are upset at the little-no gameplay shown and the design of the characters but from everyone I see that say they don't like them, they say that they wanted the MCU actors likeness but hey, I think Marvel is starting a Gaming Universe called the 'Gamer-verse' that they started using for the PS4 Spider-Man game tie in comic.**

 **So, of course, they would change the likeness. Not sure if this will tie in with the Spider-Man game due to it being exclusive to the PS4. But they did say PS4 will get some exclusive stuff/first so if there is A Spider-Man in the game maybe PS4 users will get a skin for the game white spider costume.**

 **A lot of people seem angry at that too, but I don't remember people being angry back last gen when Xbox got the deals/exclusive content/first to get them for a month. (For the few games I can remember Xbox getting exclusives/first for a month.) But I didn't keep up with gaming news that much back then.**

 **And every DLC/expansion is free. Three of the V.A's from the current shows are in it. Travis Willingham as Thor, Laura Bailey as Black Widow and Troy Baker as Bruce but not Hawkeye/Loki. And hey, Nolan North as Tony.**

 **And I haven't really played this type of game (Like Destiny) and would the Tom Clancy Division/Ghost Recon: Wildlands count but I"m still going to give at least a try. I never go with the E3 demos for how good/bad a game will be as they usually use very high-end PCs to show stuff off and use only one area of the game so they usually look better than when they come out. Or rush to put something out for E3**

 **I'll see you on Friday with Hero Rising: Next Generation.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	24. Chapter XXIV: Interview with a Ninja

**Disclaimer: I don't own Naruto or Ultimate Spider/man.**

 **A/N: This is a triple update so read This Ch. first.**

 **Stats: Reviews: 158. Followers: 667. Favorites: 635. Communities: 4. Views: 93,393.**

 **Thank you for the amazing year.**

 **Beta: Jebest4781, and Chaos-PSD.**

* * *

 **Chapter XXIV: Interview with a Ninja.**

 **Last Time.**

 _Running outside they saw a rock creature walking out of a space ship towards them._

 _Naruto changed and picked up a tuning fork device before holding it to the creature whose language came up as English through the speaker._

 _"I am Gardoom! While traversing this quadrant my ship depleted its fuel. Just as my energy scanner detected energy emanating from a Power Crystal. I maneuvered my craft as best I could to the crystal location. My landing I admit left little to be desired. All I required is the temporary usage of the crystal channeling my bio-bursts through it will recharge my ship and I'll be on my way."_

 _Gardoom explained as Coulson brought the crystal up and recharged his ship before he left._

 _"How'd you know he wasn't a threat?" Coulson asked Naruto who shrugged._

 _"I didn't. Just didn't want to take the chance of war if he was friendly." Naruto said with a shrug._

 **Now.**

 _Midtown High, Sports Field._

Naruto watched Peter, Luke and Danny run laps around the track field due to being late for the gym after some superhero business that happened earlier in the day.

 _Crack!_

Naruto turned to the old locker room that's been abandoned for years and saw multicolored lights flashing before jumping over the fence and ran to it.

His team stopped as they noticed the lights too before Naruto jumped to the tall window. Looking in, he saw a man working on L.M.D. knock offs before they turned into football athletes.

The man is wearing a green bodysuit with gloves. He has brown hair with the sides shaved off showing circuit line started talking to himself of replicating the L.M.D.'s and plan to use them to destroy S.H.I.E.L.D.

"And who would suspect it all being from an old high school building far from prying eyes? Only I, the Mad Thinker!" he yelled out before looking to see Naruto who waved and jumped back as soon as the L.M.D.'s ran through the brick wall.

"Guys, run! I'll handle them while you change!" Naruto said to his team as he weaved around the robots and dodged their attacks.

A few minutes went by before Spider-Man, Power Man, and Iron Fist ran out to help as Naruto ran to a dark alleyway and changed.

Running out, the teamed quick work of the robots before Naruto threw a robot head at the running Thinker and knocked him out.

 _The Next Morning._

" _Maybe I should send you directions to here, Luke._ "

"Don't bother." Power Man yelled before jumping over a taxi cab. "I know where you two are Spidey, Shinobi. I'm tracking you two on the communicator."

" _We can do that?! I mean, of course, we can do that. Anyway, we probably got this covered._ "

"Probably?!" Power Man asked bringing his watch up.

" _Yeah, I mean pretty sure._ "

"Last time-!"

" _Last time was a long time ago!_ " Spider-Man replied as Power Man ran down the street. " _We all learned a lot since then._ " He said before being cut off.

"White Tiger, Shinobi?!"

" _Yeah, we're here!_ " Tiger said as he heard the sound of her kicking someone.

" _Tiger, wait, let's give the Spot a chance to explain first!_ " Naruto yelled out.

 _The Others._

Shinobi stood on a pile of cars as he watched White Tiger.

"Don't let her kill me!"

"Relax, I'll stop before I kill you!" Tiger said to the Spot who was on a car hood.

"That sounded really ominous!"

Naruto sighed remembering getting briefed by Fury in the temporary base in New Jersey.

( _Flashback S.H.I.E.L.D. Temporary HQ._ )

 _Give you one guess." Fury said showing them footage of large spots taking cars._

 _"Spot." Power Man said as Spider-Man nodded._

 _"Yep, definitely the Spot."_

 _"Who?" White Tiger asked before all three spoke, "We'll explain along the way."_

( _Flashback End._ )

And after finding Spot at a car dealership, the three teen heroes attacked before Spot split them up with Naruto, Spider-Man, and White Tiger ending up where the cars went.

Naruto watched as Spider-Man tried to help, only for Spot to create a spot and had his webs attach to White Tiger instead.

"Spot! Why are you doing this?!" Naruto asked running through a hole Spot created to run away.

"The 'Hole' story? I needed some money!"

"And stealing cars was the answer?" Naruto asked again.

"They're not people's cars, they're from dealerships!"

"Still stealing!" Tiger yelled chasing Spot through his holes.

"You know… I never thought about it that way." Spot said before White Tiger kicked him.

"You're a terrible criminal."

"She means you're terrible at being a criminal!" Naruto yelled as Tiger dived at the Spot.

And ending up tackling her leader as Spider-Man tried to shot webs at the Spot.

"I hate to disappoint after all you've done."

"Then give up!" Tiger yelled as she got up.

Spot walked in another hole as the three jumped at him.

"Damn it!" Naruto cursed as they collided with each other.

They ran outside and saw the Spot was knocked out with Power Man standing above him.

 _Two Days Later, Avengers Tower._

Shinobi walked in the main office where he saw Tony in the main lobby. Naruto took his mask off and looked at his teammate.

"OK, Tony, what did you need me for?"

"I just learned you got a full house Naruto."

"Yeah, I let my team stay with me at least until the Tri-Carrier's finished," Naruto replied as Black Widow walked in. "Now, why'd you call me here?"

"A present."

"A what?" Naruto asked before going down the hall with the two Avengers.

They stopped at a door which opened revealing a garage. And showed a black 1970 Dodge Challenger 440 6-pack. ( **1.** )

"OK," Naruto asked walking over. "Thanks, but what's this for?"

"I knew you would need a car to get to school and over to Jersey if you're not near an entrance to S.H.I.E.L.D., this has been heavily modified by Natasha to be a spy car."

"Spy car?"

Widow then pulled out twin pistols and aimed it at the car as Naruto is on the other side.

"Natasha!"

 _BANG-BANG-BANG-BANG!_

Naruto ducked as she took several shots having the bullet's bounce off the car. "Holy shit!" He exclaimed coming back up before Tony continued.

"The car has anti-pursuit counter-measures including rear oil slick release, rear caltrop release, bullet-proof body panels and windows, and a grappling hook in the front. It has a 440 V8 engine."

Tony opened the hood showing a purple air filter before closing it and had Naruto get in the driver seat. "6-speed manual transmission, and a top speed of 185 mph. Heavy duty suspension, non-flat tires. Now, press that red button."

Naruto looked to see a touchscreen radio with a blue, red, and green button under the screen. "It's not going to kill us is it?"

"No, but that reminds me, that's the button for the countermeasures. Press the blue button."

Naruto did that and showed a G.P.S. system. "You have G.P.S. and satellite communications." Tony finished as Widow got in the passenger seat.

"What are you doing?" Naruto asked as Black Widow smiled.

"Surely the person who borrows my car would want to give me a ride back to base, right?"

Naruto sighed at the guilt trip before starting the car and put it into gear before driving out.

 _A Week Later, New Jersey._

Shinobi rode his motorcycle before hearing a kid call him.

"Shinobi, help!"

Stopping by the sidewalk, Naruto saw kids dressed like the Avengers before seeing three boys with a toy bow and quiver.

"You called?"

"We shot our arrows on the roof and can't get them down."

"That's the emergency?" Naruto asked getting off his bike.

"Well, we can't climb up ourselves, we'd break our arms! We don't all have sticky fingers you know!"

"All right don't sass me!" Naruto said before running up to the roof of the building and jumped back down.

"Hey, Shinobi!"

Naruto looked up to see a fire engine drive by. "Welcome to Jersey!"

Naruto waved to the men before turning a corner to see several stores on fire or broken into before seeing an old man walking by on a cane and ran to him.

Naruto turned the man around, only to get punched with a rock hand. Naruto staggered back as the man turned into a muscular green alien with pointed ears and wearing a purple body suit that's black on the shoulders, and came down to the chest and around his waist, and black gloves and boots.

This is the Super-Skrull who has been genetically altered to possess all the powers of the Fantastic Four.

"(Sigh) Shit!" Naruto cursed as Super-Skrull's left arm stretched, gained rocks, and lit on fire.

"I should have known there would be others after the gem! Give it to me!" Super-Skrull yelled attacking Naruto.

"Gem? What gem?"

"Do not insult my intelligence! The Power Gem. The one missing from the Infinity Gauntlet! The one that would grant its user godlike powers!" Super-Skrull yelled out shooting fire at the ninja.

He then stretched his arm out as Naruto jumped back to dodge. "Whoever finds it will have extraordinary bargaining power. That is… if he can defend it from those that wish to take it away!"

"This is slightly above my pay grade!" Naruto yelled before Fire covered the lower portion of Super-Skrull before he flew over and grabbed Naruto and flew high in the air for several blocks.

"Clearly you are not up to the task. You were able to see through my shape-shifting abilities. But you'll never stop the collective abilities of the Super-Skrull!" He then threw Naruto to the ground and flew back to the block he was at before Naruto found him. "Begone!"

Naruto flew towards the ground and bounced off several times before hitting a police car.

"It's Shinobi!"

"You okay Shinobi?"

"Yeah, didn't expect for him to be flying," Naruto said before getting up and walked back to Super-Skrull, red chakra covering him.

"You lie!" Super-Skrull said holding a man up by the collar. "I have it on good authority that the gem is somewhere in this vicinity. If anyone would know it would be-OOF!" He was then punched by Naruto's chakra infused punch before Naruto disappeared.

Naruto reappeared and hit Super-Skrull again into the air before jumping up and kicked him to the ground.

"ENOUGH!"

"The Power Gem is too valuable to leave in your inferior hands… But your intrusion has complicated things. I must regroup. But I'll be back someday!" Super-Skrull yelled before disappearing in a flash of light.

After being thanked by the mayor, Naruto got back on his bike and drove down the street. 'I can still make it.'

 _Jersey City, Coles Academic High School._

A slender and petite teenage girl of Pakistani descent with medium brown skin, dark brown eyes and shoulder-length darker brown hair sat at a table outside of her school.

She's wearing a blue and white sweatshirt with a yellow lightning bolt, blue jeans, and brown sneakers.

This is Kamala Khan, a student of the school and the Avengers number one fan. ( **2.** )

(A/N: Her earliest appearance from season 3 of Assemble.)

"Hello."

"AAH!" Kamala screamed dropping her book bag having papers fall out.

She looked to see Shinobi standing behind her before blinking. "Y-You came?!"

"Well yeah, you asked me too, right?"

"Oh, yeah. I just thought you'd be busy." She said looking down and started picking up her papers with Naruto helping.

"Not too busy for a fan." He said before picking up a stack of papers.

And missed Kamala checking him out.

"Oh, fanfic of the Avengers, huh?"

"AAH!" She tried to get the papers only for Naruto to turn around.

"Let's see, oh me and Widow, huh? Oh, that's a lime." He turned to the next page. "A lemon." Then went to the final page. "Wow, I think we'll need to create a new word for this one."

"I-I-Uh-!"

"Just messing with you, nothing like that here outside of you having me and Widow kiss through my mask. Now, I believe you wanted to interview me?" Naruto asked sitting down across from the teen.

"Oh, yes." She said bringing out a digital voice recorder. "I guess we'll start at the beginning. What did you do when you first got here? How did you get here?"

"Well, I got here through a portal after a battle. As to what I did when getting here… That's a long story."

"I've got time."

Naruto smiled under his mask at that. "OK."

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781, Chaos-PSD.**

 **1\. It's the Car from the FX/FXX sow Archer season 3 Ep 7. I was thinking of a vehicle for Naruto to use to take the others to school and that episode came on so I decided to use it. If anyone wants me to put up a URL on my profile for a better picture, let me know.**

 **2\. Update, sorry, the 2 got erased when uplading here, for any that don't know what she looks like for this universe, her URL will be on my profile.**

 **Thank you for an amazing year. Sorry, I haven't done this every time for all my stories, it's been because I or my betas get busy at the time until a few weeks after.**

 **OK, I'll also try to do at least 1 or 2 updates** **for this and my Earth's Mightiest story as I'm going to be busy this week, hopefully, I can still write during the night and I may be able to do 3.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	25. Chapter XXV: Confidential

**Disclaimer: I don't own Naruto or Ultimate Spider/man.**

 **A/N: This is a triple update so read Ch 24 first.**

 **Stats: Reviews: 158. Followers: 667. Favorites: 635. Communities: 4. Views: 93,393.**

 **Thank you for the amazing year.**

* * *

 **Beta: Jebest4781, and Chaos-PSD.**

 **Chapter XXV: Confidential.**

 **Last Time.**

 _"Let's see, oh me and Widow, huh? Oh, that's a lime." He turned to the next page. "Wow, a lemon." Then went to the final page. "Wow, I think we'll need to create a new word for this one."_

 _"I-I-Uh-!"_

 _"Just messing with you, nothing like that here outside of you having me and Widow kiss through my mask. Now, I believe you wanted to interview me?" Naruto asked sitting down across from the teen._

 _"Oh, yes." She said bringing out a digital voice recorder. "I guess we'll start at the beginning. What did you do when you first got here? How did you get here?"_

 _"Well, I got here through a portal after a battle. As to what I did when getting here… That's a long story."_

 _"I've got time."_

 _Naruto smiled under his mask at that. "OK."_

 **Now.**

 _New York City, Two Years Ago._

(A/N: Japanese will be Underline.)

"AAAHHH!"

Naruto screamed appearing in the sky and landed on top of a building.

"Itai! (Ow!) What the hell?" He asked standing up with dirt on his clothes He looked out and saw New York City. "Where the hell am I?"

" **Don't Know, I don't feel any chakra though.** "

' _Kyūbi? Why are you speaking up? You usually sleep._ " Naruto thought to the fox before hearing a snort.

" **I woke up when you were pulled into that portal. Wherever we are, we're not in the Elemental Nation… I guess he was right in there being other universes.** " Kyūbi said and spoke the last part quietly.

" _What'd you say?_ "

" **Nothing. Let's lay low before we do anything.** "

Naruto sighed but agreed not wanting to get in trouble if Ninjas are outlawed or anything.

A few days went by and Naruto used his ninja skills to hide and found things to sell in junk to eat when he could. In that time, he saw news of Iron Man fighting a terrorist group after he was kidnapped. And one of the Hulk fighting the Abomination in Harlem.

Now, he was eating a hot dog while watching TV with a man with laser whips attack Tony while he was racing before hearing an alarm. Going with Tony before announcing he was Iron Man, Naruto pulled a half mask and ran to see a bank getting robbed before creating clones that easily took out the robbers.

"Who are you?!"

"What are you doing here?!"

"Are you friendly!"

Naruto looked at the reporters before raising his hands. "I have no idea what you are saying!" He said in Japanese before giving the peace sign and disappeared in a cloud of smoke.

 _Six Months Later._

Six months have gone by since Naruto stopped the bank robbery and gained media attention over the country about a new hero. Naruto continued fighting crime not only in America but also in several other countries when he was lead to them. He also built a cabin in the woods outside New York as he didn't have money to get an apartment and he still needs to create I.D.'s

Naruto, wearing a white t-shirt, blue jeans and hiking boots was chopping wood in the woods a ways from his cabin before creating two clones and had them each carry a bundle to this house. Resting the ax over his shoulder, Naruto walked back home through the woods before looking to see Black Widow standing on the porch of his one-story cabin.

"Can I help you?" Naruto asked before a shadow came over them.

Looking up, Naruto saw the Heli-Carrier hovering above them before tossing the ax to have it leaned against the porch.

"My boss would like to have a word with you."

"And they're not here talking to me personally... Why?" Naruto asked as she crossed her arms.

"You messed up a S.H.I.E.L.D. Ops."

"What?"

"Cain." She replied looking down at the teen blonde.

"Oh that, well I didn't know, all I knew was that bastard was selling guns and I put a stop to it, I left him alive so just go talk to him," Naruto said dropping his bundle of wood and looked up to the spy.

"He escaped. And you compromised the operation. What you did cause them to pull back, and make it more difficult to track and identify the supplier."

"Again, didn't know that I just saw guns being sold and put a stop to it," Naruto replied crossing his arms.

"You're a little shortsighted."

"Why? Because I didn't get the head of this, who I didn't even know existed before you told me?" Naruto asked before they were surrounded by armored S.H.I.E.L.D. operatives.

"I only need a minute of your time… Mr. Uzumaki."

Naruto looked to his right and saw Fury and Maria standing in the back of the group. "And it's very important."

Naruto then dashed to Fury, knocking out several men that tried to shoot him and looked Fury in the eye. "If you really want to talk, tell your men to stand down." He said before jumping back and walked to his porch.

Walking in his house, he revealed a rather large living room connected to a kitchen with two doors on each end of the room on the other side. Fury, Widow, and Maria followed him into the kitchen.

"You are effective but there are rules to follow." Fury said as Naruto went to the kitchen to get a bottle of water before taking three more and dropped them on his small table.

"I don't kill anyone. The worse thing I do is send them to the hospital."

"As long as you attacked the low-level thugs, I have no problem with you. But this time I can't look the other way. You stepped into my territory."

"Oh, I'm shaking in my boots," Naruto replied before Fury slammed his hands on the table.

"This is a much bigger operation than you know. I can't have you screwing things up!"

"We're on the same side, we both want these people behind bars, or dead," Naruto said taking another drink of water.

"Dead?" Fury asked as Widow sat on the table and took a bottle for herself.

"You're not seriously going to sit there and tell me that some of these people don't need a death sentence? They don't deserve to live out their lives in prison getting three meals a day."

"We care that the bad guys need to be stopped. We're on the same page in that regard. To do that though, we have to destroy the root of the problem, not the tip of the branch. If we don't eliminate the network, the whole thing's an exercise in futility." Fury said before dropping a tablet on the table and had several holo-screens pop-ups.

"And the network is…?" Naruto trailed off as several pictures came up on the various screens.

"Leviathan. They're the terrorists responsible for the hi-tech assault weapons flooding the streets. Our biggest concern at the moment, is somehow they acquired S.H.I.E.L.D. propitiatory weapons technology." Fury explained as blueprints for assault rifles came up. "And now they're using them against us."

Maria then typed on her own tablet having a rocket launcher come up under the rifle and then show the same plasma firing mechanism with a '99.89%' beside it.

"We know this because the weapons operating system is based on a unique technology we've spent years developing. As you can see, a high-density laser is consecrated into plasma which energizes the Wakefield, controlling its emission."

"All of that is way over my head," Naruto said leaning back in his seat. "I don't really care what they do, all I know is bad people have them."

"We've been a step behind, we need to track down and neutralize the manufacturer of the guns to prevent our technology from being used for terrorism. And Cain was going to lead us to them." Fury said looking over to Naruto.

"And..."

"He got away while we were busy looking into you." Widow said looking over her shoulder.

"Oh I see, blame me for your screw up. So why are you here and not after Cain and Leviathan?"

"Because we know he told you something." Fury said as Naruto leaned forward, placing his bottle on the table.

"You want my Intel? Then I want in."

"And why would I allow that?" Fury asked as Naruto looked up.

"Why go to all the trouble of finding me and then tell me all about them before asking for what I know? Why not just ask for that and tell me to leave it alone?"

"There's no time to waste, Director." Widow said as Fury sighed.

"Yeah, I know."

Naruto then reached in his pocket and brought out an old Blackberry phone before typing in it and then showed them a map. "Really?"

"Hey, tech is a little too advanced than where I'm from, I'm working my way up. I used to have a flip phone back when I stopped that robbery 6 months ago. I can go in alone."

"How about this? From now on, you take orders from me." Fury said as Naruto stood.

"Wouldn't it be easier if I went by myself?"

"Unfortunately I can't allow that. You'll have to adjust to having a new partner." Fury said looking to his right as the screens shut off showing a smirking Black Widow.

"I hope you can keep up."

"It's like you don't trust me," Naruto said as Fury took a bottle and turned.

"Last time I trusted someone, I lost an eye."

"Oh, really? I thought it was something stupid."

 _Later, Slorenia._

"So what do you know about Leviathan?" Naruto asked wearing a black solar guard mask and a white coat that went to his knees over his black cargo pants, and boots.

Snow came down as Black Widow walked behind him through woods also wearing a white coat. "Didn't you read the report? Everything was in there."

"Mostly political bull crap."

"Leviathan is a terrorist organization that was formerly a secret division of Russian Intelligence."

"That mean you know some of them?" Naruto asked reading that Widow was from Russia.

"Only by reputation. When Russia collapsed, they all went underground and spread across the globe. They expanded their power by basing themselves in economically poor regions that have been devastated by reoccurring wars. they're involved in every evil deed known to man. Human trafficking, assassinations, terrorism, drugs you name it."

They continued walking as Widow sighed before finishing her explanation. "They don't claim responsibility for their crimes. And the objective of the organization is unknown. That makes them both terrifying and dangerous."

"And with the stuff from S.H.I.E.L.D., they're now lethal," Naruto said as they made it to the end of the woods and saw a base with armed men around in masks and coats.

"That down there used to be a center for biological research. They had an accident 20 years ago and shut down. Their existence was completely erased." Widow explained as Naruto crouched while looking down.

"Makes for a perfect base for Leviathan if they don't draw eyes here," Naruto said holding his Blackberry showing this was where Cain said the guns were.

"We'll wait till nighttime to make our move."

"Sure that's wise? Every second wasted is another they have to be done with what they're planning."

"It'll be fewer men then."

A few hours later as the Sun sets, the two saw a line of tractor trailers going to the base before getting under the last one as it stopped and grabbed on what they could as it drove inside. Once inside, Black Widow rolled out and slid several feet from the road. Looking up from her prone position, she saw Naruto standing by her and helped her up.

They went to a building and slid alongside it before seeing a guard with his back to them. Naruto crouched walked to him and wrapped his arms around the man's neck before pulling him back to Widow and brought his elbow down on the man's head knocking him out.

Up on a higher platform, two men guarded a doorway before a small grappling hook landed on the railing. They walked to it just as Black Widow came up, kicked the first man before having wire wrap around the second man's neck and dropped to a crouch as she pulled hard. Naruto just jumped up and slammed the first man's head against the wall leaving a dent.

They went inside and took off their jackets showing Naruto was wearing a black skin tight long sleeved Knox Venture shirt with a zipper.

Naruto then bent down to pick up Widow's jacket as she walked forward and took a quick glance at her ass before sealing the jacket in a seal on his sleeve quickly to make sure she didn't catch him. They then ran down the halls and came up to a control room that overlooked a large room of people in tanks of green glowing liquid.

"Holy shit! Are they still alive?" Naruto quietly asked as Widow brought up a small thin scanner and looked through it showing vital signs.

"Yes, they are. At least I think."

Naruto then looked to see men in hazmat suits and another short blonde haired man in glasses with a coat over him talked to armed men. He also has a cast on his right hand.

"Don't think about it, our mission is to get intel and get out."

"Man do you seriously not trust me? It's the ninja thing, isn't it? Look, you go and get the intel, and I'll make sure that there's no one at any exit, OK?" Naruto asked as Widow stood for a moment and left.

Naruto then walked out and down the hall making sure every exit was free before waiting near one for several minutes before the alarm went off. Armored men surrounded Naruto who disappeared before appearing at the last man behind the rest and pulled his gun before firing on them and then shot the last man and ran down the hall.

He came to the large room before seeing Black Widow being thrown from the balcony above. He jumped up and caught her over his shoulder before looking up to see a man in red armor and helmet that had a plate covering his eyes.

"Get what we need?" Naruto asked as she flipped off him.

"I was interrupted." She answered as Naruto took several shots as the man dodged them.

Naruto then reached into his pouch and threw a kunai with a tag tied to it having it explode and set a fire between them and the man. He looked over his shoulder and saw the sad look she had as the man walked back into the shadows.

They then ran out and to the jet, they used to bring them up before getting in. As soon as they took off, a smartphone as placed in her lap.

"Stole Cain's smartphone before catching up to you." She put it in a drawer that hooked it up to the computer in the jet before seeing 'Not Found' and sighed.

"Well?" Naruto asked Widow who looked back.

"No use."

"It is Cain's phone, and he was there. There has to be something on it."

"The equipment we're using isn't powerful enough." She replied before looking forward.

"You want to talk about it?" Naruto asked the spy.

"About what?"

"That man."

"There's nothing to talk about." She said as Naruto leaned his head back.

"I've seen that look more times than I can count. I know someone who can probably hack that phone if you don't want S.H.I.E.L.D. involved."

 _New York City, Apartment Building Eleven AM._

Shinobi and Black Widow walked in a small apartment that was unlocked after knocking for several minutes.

"Hey! You in here?!"

"(Groan!)"

Naruto looked to the couch and saw a blanket on it.

"Another late night playing that game?" Naruto asked as he pulled the blanket revealing a woman.

She is a Caucasian female with a slender build. She has long brown hair with white highlights, cut into a mohawk like style that stops about shoulder length. She's wearing silver flesh tunnels in both ears and has three facial piercings: both cheeks and a labret. She also has black eyeliner with a touch of eye shadow.

She has tattoos on her upper chest, neck, and arms with a Triple Valknut Tattoo in the middle of her chest.

She's wearing a low-cut, black top, the cleavage area slightly reveals a black bra. She's wearing a long necklace and a number of wrist bangles and accessories. This includes a ring on her index and middle finger of her right hand and another ring on her ring finger of her left hand. Her dark-themed appearance is continued with black nail polish, with a white star and curve. ( **1.** )

"Nope, job." She said in a French accent before sitting up and stretched with the blanket falling off showing black boy shorts.

"Speaking of which, got one for you, Clara."

Clara opened her eyes and noticed the second person in her apartment. "Naruto is... is that Black Widow?!"

"How do you know about me?"

"Widow, meet Clara Lille. I saved her some time ago back in Chicago. Regardless of what she says, she's the best hacker I've seen."

"Hi. Now… How do you know about me?" Widow asked as Naruto looked down at the hacker.

"I'm guessing you hacked into S.H.I.E.L.D.?"

"It was a boring Saturday afternoon."

"You've got ten minutes to get everything off this phone Clara," Naruto said handing the woman the phone.

"That's it? A ten-year-old could hack them these days."

"She couldn't," Naruto said pointing a thumb at the spy.

"Really? That changes things. Put it at my desk." Clara said as Naruto and Widow walked to the wall behind the couch to a wooden desk.

They saw a large PC, laptop and tablet on the desk before hearing Clara.

"I should have it in five."

They looked back to see she put on a black, short-sleeve leather jacket and a neatly fitting pair of grey jeans. With it, she has a large spider-web belt, which is only half visible with her shirt half tucked, and a light brown belt. She also put on black knee-length boots with six squared-studded straps and a low wedge heel.

She walked over and hooked the phone to her computer before quickly typing on it. "It looks like a standard smartphone. But there's pretty sophisticated security software installed in it. A lot of security locks to keep out unwanted attention."

"You can hack it right?" Naruto asked having Clara look to him.

Before she could answer, they heard a loud chime. Looking at the phone, they saw it started to light up. "Shit close your eyes!" Naruto yelled as the three did that.

After a moment, they heard a ding before seeing a countdown from five minutes.

"Shit, it's a bomb!" Clara yelled as she quickly typed as the counter went down. "Damn it! I won't be able to get it in time!"

"Got it!" Naruto grabbed the phone that was still glowing before sealing it and disappeared.

A moment later, he reappeared beside Widow. "What the hell did you-!"

"Put it in the Sahara desert where one of my kunais was dropped," Naruto replied before looking at the hacker. "Were you able to find anything out?"

"That flash is some sort of mind control thing."

"Why would they need that?" Widow asked crossing her arms.

"My guess is to make anyone that won't side with them compliant."

"Or to control the soldiers." Widow said as Naruto heard the hope in her voice.

"Maybe, But don't hold back if they aren't."

"I was able to get a few things off of the phone," Clara said as Widow walked to the bedroom to give a report to Fury.

She told him everything so far as well as having a lead on where they are before he spoke.

" _So far, Leviathan's brainwashing technology is dangerous. They could turn anyone into a living weapon. If that's the case, we can't call for help from any of the heroes that are popping up. That's why I decided to put you in charge of this mission._ "

"I see, so you knew they had that technology?" She asked narrowing her eyes.

" _We weren't sure yet. There is the possibility that past S.H.I.E.L.D. projects could have been compromised. Some that couldn't be implemented which were then canceled. Apparently fell into the hands of Leviathan. One of which centered on mind control research._ " Fury explained before Widow clenched her hands.

"That's why you assigned me and Shinobi! For the same reason!"

" _Yes, if one or both of you got controlled, we could handle it._ "

"(Scoff!) Protecting your ass." She said after scoffing.

" _I can't really deny that._ " Fury said after a moment.

"Sending people on a mission without full intel is idiotic!"

" _I decide how much information you need for a mission._ "

"Like knowing whether or not you'd cut me lose if I got brainwashed?!" She asked furiously.

" _Look, Natasha..._ "

"Give me all the information you have pertaining to this operation. If you don't some crazy brainwashed female agent just might come after you. I take it you know about Elihas?" She asked as he sighed.

" _I know this has to be hard for you… But listen, Nata-!_ "

"Never mind!" She interrupted Fury. "Among the long list of unanswered questions. At least we know where Leviathan got our technology. There is one mystery."

" _Yes, how did he create the bio-enhanced soldiers._ "

"Elihas told me he came up with a serum that enhances physical strengths." She said as he nodded.

" _That makes sense. We know he stole some classified data before he supposedly died._ " Fury said as Widow closed her eyes and sighed.

"That's right."

" _Since he was 'Dead' we closed the case. And didn't bother trying to follow up on it. But in a later inventory, we found he took blood samples from our archives._ "

"So he used blood samples from our strongest agents and the few heroes there are and created super soldiers of his own." She said as Fury sighed and looked to her.

" _There's no time for hurt feelings Natasha. I need you to keep your head in the game. It's extremely critical that you remain focused on your mission. Continue your operation of tracking Leviathan and decipher the brainwashing technology and destroy the bio-enhanced soldiers._ "

She walked out and saw Naruto by the door. "Ready?" He asked before seeing an assault rifle with a blue barrel and a silencer with blue rings on it and a magazine that's blue on the bottom.

"The non-lethal UN-ARC-NL. I figured you could use this against any of those brainwashed soldiers." Clara said from her desk. ( **2**.) "I know a guy."

Naruto picked it up before looking to the hacker. "Can you find out where they are?"

"I tried but nothing. No one's talking and I'd rather not do anything that'll get me killed or sent to prison. So go and talk to Ren."

 _Ocean, Near Hong Kong, Night._

"I met Ren once before. He makes a business providing information for people about the ins and outs of the underworld." Shinobi said as he and Widow each flew in small one person jets just above the water. "For a large sum of money anyways. That's actually how I found out about that gun deal and Cain."

Later, rain poured down as the two heroes wore raincoats and walked the busy streets of the city. "Ren owes me so we won't need to pay. I saved his daughter two months ago from being killed while she was kidnapped." Naruto said before going down an alleyway and came up to a clothes shop.

Walking in, they saw an elderly woman at the counter and walked up. "Hello, friend. How nice to see you." She said before ringing up the cash register and pressed a button in the back of the trey.

The back door opened up and the two walked inside while the woman looked back as Widow was behind Naruto. "Almost as pretty as me when I was her age."

Walking down the hall, Naruto and Black Widow saw an office with a slightly overweight man sitting at a desk with glasses and thinning black hair.

"Ren."

"Hello, Naruto."

The two sat down and explained everything to Ren who looked down in thought. "You must know something about this Ren."

"Leviathan, huh? I didn't know Cain and his men were associated with them."

"They are," Naruto said after taking his coat off showing the rifle Clara got him was on his back, the stock over his left shoulder. "And their auction to every lowlife on the planet will be happening anytime now. Tell me where and when. And don't tell me you haven't heard of them."

"I can't do that. Do you know what would happen if word got out I leaked information out? I have to be careful where I step. My daughters-!"

"You and your daughters are under my protection. I made sure to tell every criminal in this city that when I rescued your youngest."

"If those weapons start circulating a lot of innocent people like your daughters will be killed." Widow said as she sat beside Naruto having Ren sigh.

"The whole thing is true. There is going to be a massive auction held by Leviathan."

"Tell us everything," Naruto said leaning forward.

"Madripoor."

"Madripoor? My favorite place." Widow said with a smirk.

"Makes sense that place is a haven for criminals," Naruto said scoffing a little.

"From what I understand, this particular auction is drawing attention because the newest weapon will be on the block," Ren said with his hands in front of him, fingers locked. "There will be no shortage of buyers bidding on it."

"When is it?" Black Widow asked Ren who looked at her.

"It's tonight, at 2 AM."

"Then we'll be there," Naruto said standing up.

 _Off The Coast Of Madripoor._

" _Heads up you two. His just ran on the news._ " Fury said over the screens of the jets showing news footage of one of the Leviathans soldiers in white armor attacking a city block.

"Guess that's how they're advertising them," Naruto said as he piloted the jet.

"T _hey're known as Bio-Soldiers in the organization. Get going there's no time left!_ "

"We're five minutes out!" Black Widow said before turning the speed up.

They came upon an island that's roughly 100 miles in diameter. Its coastline is pockmarked with deep water bays and inlets. The center of the island is a large plateau with steep cliffs covered with buildings of various sizes.

" _There's no way to break the brainwashing._ " Fury said before hanging up.

They landed as Naruto pulled his rifle out and Black Widow held a pistol with a second on her belt. Running through the dirt streets, they hid in alleyways and behind walls as they made their way into the center of the island. They then stopped at a broken wooden fence before Black Widow spoke up in a whisper.

"On your right."

Naruto glanced out before turning around to look at the dark. "I see what you mean Natasha, it looks like we're the prey here." He said as the clouds moved away from the full moon having it light up slightly and showed a group of the Bio-Soldiers in the alleyway behind them.

They attacked as Naruto shot them in the legs as Black Widow attacked with kicks and punches, taking shots in their legs when she could. She used her stingers as well before running out in the street were more soldiers stood.

Suddenly, the ground shook before they heard a yell.

"HULK SMASH!"

Hulk dropped down and started fighting the soldiers before a drone flew to Natasha with a pair of visor glasses.

" _Put them on! They'll put an agent on your eyes so you won't be affected!_ " She heard Clara over a speaker before putting them on.

Her eyes glowed green before Naruto took it and did the same. ' _At the very least it'll be a 'safe than sorry' thing._ '

His eyes glowed before they attacked as Widow saw Elihas who was watching from the rooftops. "Go get him!" Naruto yelled having Black Widow do just that.

Naruto with Hulk's help made it to the large building where the auction was being held. And missed Hawkeye shoot four arrows that attached to the building and exploded creating a hole as two shadows flew in.

" _Tajū Kage Bunshin no Jutsu!_ _(_ _Multi Shadow Clone Jutsu!)_ "

A thousand Naruto's appeared looking at various men in the large one, one looking like he was half lion. And another with a scythe on his hand and a hooded cape.

"What an explosion." Iron Man said as the smoke cleared showing him and another man in an armored suit that's steel beside him.

"Hope we're not overdressed." He shot a beam at a group before yelling. "Go get them War Machine!"

War Machine few and shot bullets and missiles at the Bio-Soldiers as Naruto's clones helped with various jutsus and attacking with punches.

Naruto ran up to the main room where he saw Black Widow, Elihas without his helmet, and a man in black armor similar to the Bio-Soldiers with a red circular visor.

This is Orion.

Orion tossed Widow away and then had a beam shoot out of his helmet just before Elihas jump in front of Black Widow. Naruto glanced down, eyes being shadowed before looking up, dropped his rifle, and pulled a kunai that was longer than average and dashed at Orion and plunged the kunai in the visor until he saw blood coming out of the villain's forehead.

 _Dawn._

S.H.I.E.L.D. was arresting the people who were at the auction as Naruto watch them take the dead Orion away before seeing Widow look at Elihas' before he was zipped in a body bag and they left as well.

"I realize now that it was a mistake to bring you on board Uzumaki."

Naruto sighed as he stood up and turned to see Fury. "Why? Because I killed the man looking to take over the world with an army of super soldiers? Get over yourself."

"We needed both Orion and Elihas alive." Fury said standing in front of Naruto.

"Orion killed Elihas so blame him. I don't work for you Fury. I'm just making sure people can go to bed and sleep easy. And before you say anything else, remember, I'm not a US citizen at this moment. So I don't think you'd want press of you arresting someone who killed a criminal who was going to kill countless innocents get out. Do you?"

 _Naruto's Cabin, A Week Later._

Naruto walked inside his cabin and missed a stone hammer flying in the sky before turning the lights on and revealed Black Widow was standing in his living room.

"(Groan!) What now?"

"I just dropped by to give you this." She replied holding a folder in her hand

 _Avengers Initiative._

Naruto read it with the S.H.I.E.L.D. logo on top. "Not really for me," Naruto said sitting down before Widow stood in front of him.

"Really? Nothing I can say would change your mind?"

"Nope, nothing," Naruto said looking up at the ceiling before hearing her zipper being pulled down.

He looked down and saw she unzipped her suit to her bellybutton and his jaw dropped slightly looking at the large breasts and her toned stomach. He missed what she asked as he saw a hint of pink and looked up at her smiling.

"Huh?"

"I said… Will you join?"

"Oh! Uh, yeah!"

Widow smiled as she zipped her suit up and left as Naruto looked at her ass until she walked out.

"Oh, by the way, Fury did get some help for you to get home."

Naruto walked outside and saw Dr. Strange with a teenage girl.

She has red hair and is wearing a pair of goggles with red lenses and a dark red costume with a white spider-symbol on it and light red elbow gloves and thigh high boots.

This is Madame Web real name Julia Carpenter. She is a superheroine and a prodigy of Nick Fury.

"OK," Naruto said before being interrupted buy Madam Web.

"They call me Web, Madam Web. And yes, I can help you get back home. And No I don't read thoughts, I can see all the possible futures. All the probabilities."

"OK," Naruto said before she created a large holographic web. "This is the Web of Reality. I see every possible future of every reality judging which is most likely to come true."

Naruto saw several versions of him, there were two of him as a pirate, one just using martial arts and the other using jutsu ' _Is that a straw hat on the Jolly Rogers?_ ' He thought before seeing one of him fighting pitch black animals with white bones.

One of him teaching a team of teenage heroes, one of which is a green-skinned girl. Another of him just on a team of adult superheroes similar to the previous one, and one of him with a team of teenagers with an 'X' on their suits. He even saw several futures of him staying in his world and getting married and becoming _Hokage_ (Fire Shadow.).

"Thanks but don't know if it'll work. I am able to get back home via a reverse summon, but always end up here a few days later. I usually go over the weekend."

"Well, we can try to see if you can go over as a thank you," Strange said as his hands glowed before hitting the web with purple energy having a purple portal open.

( _Flashback End._ )

"What happened next?!"

"I was able to stay for a little longer, but I do end up coming back here, now it's a week unless the others call me," Naruto replied after finishing his story, making sure to hide his name from his fan.

"OK, how about when the Avengers formed?" Kamala asked.

"It wasn't that long ago."

"Yeah but we only know the battle, but you have said you all got together to try and stop Loki before it came to that," Kamala said as Naruto shrugged. "OK, it all started when Fury came to get me."

"Not Black Widow?"

"No, she was in Russia, I believe, at the time before getting Hulk," Naruto replied before leaning his hands on the table.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781, Chaos-PSD.**

 **1.** **Yes, she's Clara from the Watch_Dogs game. I was trying to think up who could take Amadeus' place since he's in this show and doesn't come in until season 3 and originally thought of the MCU Helen Cho but she's more of a Dr and thought of Clara when a vid on her came up in my recommendations on YT.**

 **Her URL is on my profile for those who want a better picture**

 **2\. It's a rifle from Metal Gear Solid 5: The Phantom Pain. Only thing I could think of that could take the soldiers out without permanently hurting/killing them. Couldn't put up a pic as the only ones I could bring up are super small/hard to see.**

 **Thank you for an amazing year. Sorry, I haven't done this every time for all my stories, it's been because I, or my betas get busy at the time until a few weeks after.**

 **OK, I'll also try to do at least 1 or 2 update for this and my Earth's Mightiest story as I'm going to be busy this week, hopefully I can still write during the night and I may be able to do 3.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	26. Chapter XXVI: Assemble!

**Disclaimer: I don't own Naruto or Ultimate Spider/man.**

 **A/N: This is a triple update so read Ch 24 first.**

 **Stats: Reviews: 158. Followers: 667. Favorites: 635. Communities: 4. Views: 93,393.**

 **Thank you for the amazing year.**

* * *

 **Chapter XXVI: Assemble!**

 **Last Time.**

 _"What happened next?!"_

 _"I was able to stay for a little longer but I do end up coming back here, now it's a week unless the others call me," Naruto replied after finishing his story, making sure to hide his name from his fan._

 _"OK, how about when the Avengers formed?" Kamala asked._

 _"It wasn't that long ago."_

 _"Yeah but we only know the battle, but you have said you all got together before to try and stop Loki before it came to that," Kamala said as Naruto shrugged. "OK, it all started when Fury came to get me."_

 _"Not Black Widow?"_

 _"No, she was in Russia I believe at the time before getting Hulk," Naruto replied before leaning his hands on the table._

 **Now.**

( _Flashback._ )

 _Six Months Later, Dark Energy Mission Facility, Mojave Desert. Night._

Another six months passed since Naruto and Widow stopped Leviathan. Fury in that time has kept an eye on the hero and contacted several more for the Avengers Initiative. Only for it to be scrapped a couple of months after Fury extended the offer to Naruto due to Asgardians fighting in Puente Antiguo New Mexico.

And due to that, the World Security Council now wants weapons to defend the planets from other attacks on that scale.

Fury and Maria now landing on top of the facility about the Tesseract, an artifact used by HYDRA during World War Two to power their weapons. Was giving off strange quantities of energy.

They got out and saw Coulson waiting for them.

"How bad is it?!" Fury asked over the helicopter.

"That's the problem, sir, we don't know!" Coulson replied before taking them inside and to an elevator and went down for several minutes.

They got to the floor where people were working and leaving. "Dr. Selvig read an energy surge from the Tesseract four hours ago," Coulson explained.

"I didn't authorize any testing."

"He wasn't testing it. He wasn't even in the room. It was a spontaneous event." Coulson said to the Director.

"It turned on itself?" Maria asked as they walked to the other end.

"What's the latest energy reading now?" Fury asked Coulson.

"Climbing, we've ordered evacuation when we couldn't shut it down."

"How long until everyone's out?"

"Campus should be clear in the next half-hour," Coulson replied before Fury turned to him.

"Do better."

Coulson nodded and left the duo who went down a flight of stairs.

"Sir, evacuation may be futile," Maria said to Fury as they walked down.

"We should tell them to go back to sleep?"

"If we can't control the Tesseract's energy, there may not be a minimum safe distance," Maria said as they continued down the stairs.

"I need you to make sure the Phase 2 prototypes are shipped out." Fury aid ignoring Maria's worry.

"Sir, is that really a priority right now?"

"Until such a time as the world ends, we will act as though it intends to spin on." Fury said stopping at a door. "Clear out the tech below. Every piece of Phase 2 on a truck and gone."

"Yes, sir," Maria said before leaving with a small group of men who were helping evacuate. "With me."

Fury walked in the other room and spoke. "Talk to me, Doctor."

A Caucasian man with graying hair walked out from a device with a blue glowing cube in it. He's wearing a blue plaid shirt and khaki pants.

This is Erik Selvig.

"Director." He said before walking over.

"Is there anything we know for certain?" Fury asked the doctor.

"The Tesseract is misbehaving," Erik explained.

"That supposed to be funny?"

"No, it's not funny at all," Erik said as he stood in front of Fury. "The Tesseract is not only active, but she's also behaving."

"I assume you pulled the plug?"

"She's an energy source," Erik said as they walked back. "We turn off the power, she just turns it back on. If she reaches peak level..."

"We prepared for this, Doctor. Harnessing energy from space." Fury said as Erik went to a computer.

"But we don't have the harness. My calculations are far from complete. And she's throwing off interference, radiation. Nothing harmful, low levels of gamma radiation."

"That can be harmful." Fury said remembering the Hulk incident. "Where's Agent Barton?"

"(Scoff.) The Hawk? Up in his nest, as usual." Erik replied pointing in the rafters behind him.

And showed Hawkeye without his glasses sitting in the shadows.

"Agent Barton, report." Fury said in his comlink and had Hawkeye jump down. "I gave you this detail so you can keep a close eye on things." Fury said to Hawkeye as they walked away.

"Well, I see better from a distance," Hawkeye replied.

"Have you seen anything that might set this thing off?"

"Nothing's come or gone. And Selvig's clean." Hawkeye replied as they stooped at the Tesseract. "No contacts, no IMs. If there was any tampering, sir, it wasn't at this end." He finished having Fury turn to him.

"'At this end'?"

"Yeah, the Cube is a doorway to the other end of space, right? Doors open from both sides." Hawkeye explained crossing his arms.

A pulse went out from the Cube startling the two. Suddenly, the building shook as everyone looked around. More pulses came off the Cube before energy circled around before it shot a beam at a platform, exploded, and opened a portal where Loki holding his staff knelt. Everyone who had a weapon aimed it at the Asgardian who stood smiling.

"Sir, please put down the spear." Fury said to the Asgardian who looked around.

Loki looked at his staff before firing a blue beam that hit the men around him.

 _BANG-BANG-BANG-BANG!_

Men shot him only for the bullets to fly off his armored chest plate as Loki jumped at a man and slammed him on the ground. He then threw knives at the other men and hit a scientist with another beam. He continued attacking until everyone was dead or knocked out leaving only a few who didn't attack alone.

Hawkeye got up, only for Loki to grab him and place the tip of his staff on his chest. Hawkeye's eyes glowed a light blue and followed after Loki who walked to others putting them under his control as Fury put the Cube in a metal suitcase.

"Please don't," Loki said as Fury started walking away. "I still need that."

"This doesn't have to get any messier."

"Of course it does," Loki said walking over. "I've come too far for anything else. I am Loki, of Asgard and I'm burdened with glorious purpose."

"Loki," Erik said checking on a scientist. "Brother of Thor."

We have no quarrel with your people." Fury said raising his right hand.

"An ant has no quarrel with a boot," Loki said with a shrug.

"You planning' to step on us?"

Loki just smiled. "I come with glad tidings, of a world made free." He said walking in front of Eric.

"Free from what?" Fury asked while narrowing his eye.

"Freedom. Freedom is life's great lie. Once you accept that, in your heart…" Loki explained before turning and puts Erik under his control. "You will know peace."

"Yeah, you say 'peace.' I kinda think you mean the other thing." Fury said as blue energy formed just above him.

"Sir, Director Fury is stalling," Hawkeye said walking over. "This place is about to blow and drop a hundred feet of rock on us. He means to bury us."

"Like the pharaohs of old." Fury said looking at them.

He's right. The portal's collapsing on itself." Erik said after typing on a computer. "We've got maybe two minutes before this goes critical."

 _BANG!_

Hawkeye shot Fury before picking the case up as they left for the parking garage. They got out there and saw Maria with a walkie-talkie in hand.

"We need these vehicles."

"Who's he?" Maria asked looking at Loki as they got in a short bed truck.

"They didn't tell me."

" _Hill! Do you copy? Barton has turned!_ " Fury came up on the walkie-talkie having Maria quickly turn and jump away from a shot from Hawkeye.

Hawkeye got in the truck and sped off with Maria getting in a Jeep and followed. " _They have the Tesseract! Shut them down!_ "

Several cars joined Maria before Loki shot them with his staff. Maria got in front of the truck and pulled the handbrake to spin around and took several shots. She spun around when Hawkeye hit the gas and sped past the agent. The tunnel started to collapse as they speed to outrun it. As soon as the truck got to the exit, the tunnel collapsed on Maria leaving her stuck before digging herself out and ran out as well.

Fury, back in the helicopter shot at the truck before Loki hit the blades with his staff and forced the copter to crash as Fury jumped out before it hit the ground.

" _Director? Director Fury, do you copy?_ " Coulson asked as Fury watched the truck speed out in the dark.

"The Tesseract is wit a hostile force. I have men down. Hill?"

" _Lot of men still under. I don't know how many survivors._ "

"Sound a general call. I want everyone not working rescue looking for that briefcase." Fury ordered.

" _Roger that_."

"Coulson, get back to base. This is a Level Seven. As of right now, we are at war."

" _What do we do?_ " Coulson asked after a moment having Fury look to where the truck was.

 _Next Morning, Naruto's Cabin._

Naruto, wearing faded jeans and a white shirt with a black ball cap was fishing in a river by his cabin before speaking. "What?"

Looking back, he saw Fury with several band-aids on his face. "Calling in on that promise you gave Natasha several months ago."

Naruto sighed before reeling in his line and let the fish on his stringer free. "I knew I shouldn't have promised. And really? Just six months and you need me again? I thought you scrapped that?"

"The world is at risk. I'm bringing it back."

(A/N: Everything up to the meeting on the Heli-Carrier is canon and will be skipped.)

 _A Few Days Later, Heli-Carrier._

Naruto, wearing faded jeans, a black shirt, and tennis shoes dropped down from the small jet on the Heli-Carrier that's on the water.

He saw a strongly built Caucasian man with blonde hair wearing a leather jacket over a button shirt and gray pants walk out of a small jet with Coulson.

And Natasha who is wearing a black leather jacket over a red top and jeans.

"Agent Romanoff, Shinobi, this is Captain Rogers," Coulson said before leaving for inside.

"I read your files. Didn't think you'd be so young." Steve said to the ninja who shrugged.

"Weren't you like 18 when you joined the Military? So, you're in this too Natasha?" Naruto asked directing the last question at the spy who didn't answer before walking to talk while waiting for the others.

They saw a slender man with fair skin, messy dark brown hair, brown eyes, glasses wearing a brown suit.

"Dr. Banner!" Steve said getting Bruce's attention who walked over for a shake.

"Yeah, hi. They told me you would be coming."

"Word is you can find the Cube," Steve said as Bruce looked around.

"Is that the only word on me?"

"Only word I care about."

"Same for me. You and I have more in common then you think." Naruto replied hands in his pockets.

"Must be strange for you, all of this," Bruce said to Steve looking at what would be sci-fi tech to the soldier.

"Well, this is actually familiar," Steve replied looking at the men running around.

"Gentlemen, you might want to step inside," Natasha said before walking inside. "It's going to get a little hard to breathe."

"Is this a sub?" Steve asked as Naruto walked inside.

"Nope." He said as they started floating up in the air.

They walked in the main room where agents are working.

"Gentlemen." Fury said walking over as Steve gave him a 10 dollar bill. "Doctor, thanks for coming." He said shaking Bruce's hand.

"Thanks for asking nicely. So, how long am I staying?"

"Once we get our hands on the Tesseract, you're free to go." Fury said before Coulson explained that they're looking over everything they had to look for Loki through any camera connected to a satellite.

Bruce volunteered his time to help before Natasha took him to a lab.

They waited while looking for Loki, Coulson talking to Steve and tried to get him to sign some trading cards before a man spoke up on a match for Loki.

"Stuttgart, Germany. 28 Königstrasse." A picture of Loki in a suit came up.

"He's not hiding," Steve said before Naruto spoke up.

"He's arrogant and thinks he doesn't need to hide."

"Captain, Shinobi."

They turned to Fury who spoke. "Suit up."

They left to get into their costumes as Fury saw a video of Loki in a party looking around.

 _Stuttgart, Germany._

Loki attacked a man and tossed him on a tale before stabbing a device in his eye, killing him as it teleported his eye else wear.

Loki looked up to the escaping guests at the gala before standing and had his armor appear as he walked outside. Loki teleported to the front of a fleeing crowd. "Kneel before me!"

The crowd flees the other way; Loki teleports in that direction and creates four more of him. "I said… KNEEL!" The Loki's then slams their staves on the ground, releasing a thunderous shock wave that scares the crowd into submission.

"Is not this simpler? Is this not your natural state? It is the unspoken truth of humanity that you crave subjugation. The bright lure of freedom diminishes your life's joy in a mad scramble for power. For identity. You were made to be ruled. In the end, you will always kneel." He said to the group.

An old man then stands up. "Not to men like you."

Loki just gave a smug smirk at that. "There are no men like me."

"There are always men like you."

"Look to your elder, people. LET HIM BE AN EXAMPLE!" Loki yells and fires a blast from his scepter at the old man.

Only to have Captain America jump in and deflect it back with his shield, knocking Loki down. Shinobi flipped over the crowd and landed in a crouch as he stood up beside the war hero.

"Ya know, the last time I was in Germany and saw a man standing above everybody else, we ended up disagreeing," Cap said looking at the Asgardian.

"The Ninja, and the Soldier. The man out of time." Loki said as he stood.

"Nope, that'd be you," Naruto said as a jet appeared behind him Cap with a minigun under it.

" _Loki, drop the weapon and stand down._ " Black Widow said from the pilot's seat.

Loki shot at the jet before Cap threw his shield and Naruto threw several shurikens at the Asgardian before running over. The two heroes ganged up on Loki and hit him one at a time as Loki blocked several hits and swung his staff throwing the two back.

Naruto fell on his back and flipped to his feet as Captain America got up from the nearby fountain. Cap threw his shield having Loki swat it away before running to fight. Naruto followed suit and threw punches at Loki when Cap dodged one of Loki's strikes.

Cap was kicked as Loki hit Naruto back then walked to him and placed his staff on his head. "Kneel-OOF!"

Naruto grabbed him from behind and Cap punched him several times before Naruto tossed him away just as they all heard Shoot to Thrill by AC/DC over speakers.

Iron Man shot his beams at Loki before he landed, and then stood with weapons opening on him. Naruto walked over and held two kunais as Captain America got his shield.

Loki said and looked at the two as Cap walked to the duo.

"Make your move, Reindeer Games." Iron Man said as Loki surrendered losing his armor.

He then glanced over to the other two beside him. "Mr. Stark." Cap greeted panting a little.

"Cap, Ninja."

Later, Naruto, Captain America, Iron Man, and Black Black Widow are transporting Loki in the Quinjet. All with their masks and helmet off.

" _Is he saying anything?_ " Fury asked Widow who was piloting.

"Not a word."

"I don't like it," Naruto said as he sat on a bench in the back. "It was too easy."

"You're too paranoid," Tony said standing with Captain America.

"In my world, if you weren't you'd die at an early age. The paranoid ninjas are the ones who live to have grandkids."

"Fury didn't tell me he was calling you in," Steve said to Tony.

"There's a lot of things he didn't tell you," Tony replied as they came into a thunderstorm cloud.

Steve looked to see Loki was slightly nervous. "What's the matter? Are you scared of a little lightning?

"I'm not overly fond of what follows," Loki replied.

Suddenly, Thor arrives, and wordlessly opens the door and flies off with Loki in a choke hold.

"And now there's that guy!" Tony said putting his helmet on as Widow looked over her shoulder.

"Another Asgardian?!"

"That guy's a friendly?!" Captain America asked fixing his mask.

"Doesn't matter. He frees Loki or kills him, the Tesseract's lost." Iron Man replied and walked to the open door.

"Stark! We need a plan of attack!"

"I have a plan. Attack!"

Iron Man then flies after the two Asgardians as Cap put on a harness and gets ready to go after the three.

"Damn it!" Naruto cursed following Cap in putting a parachute on.

"I'd sit this one out, guys!"

"I don't see how we can!" Cap said as Naruto got to the opening.

"These guys come from legend. They're basically gods."

"He's the second person I fought that thought that!" Naruto said before jumping as Cap looked back at Widow.

"And there's only one God, ma'am. And I'm pretty sure he doesn't dress like that!" He then straps on a parachute and jumps out of the Quinjet.

 _Thor And Loki._

(A/N: This will be canon till the end, feel free to skip.)

"Where is the Tesseract?" Thor asked as Loki laid on the ground on a cliff's edge.

"I missed you too."

"Do I look to be in a gaming mood?!"

"You should thank me," Loki said looking at his stepbrother. "With the Bifrost gone, how much dark energy did the Allfather have to muster to conjure you here to your precious Earth?" He asked standing up.

Thor dropped Mjölnir and grabbed Loki by the front of his clothes. "I thought you dead."

"Did you mourn?"

"We all did… Our father-!"

"Your father." Loki interrupted as he pulled away from Thor's grasp. "He did tell you my true parentage, did he not?" Loki asked walking to a fallen tree holding his side.

"We were raised together," Thor said turning around. "We played together, fought together. Do you remember none of that?"

"I remember a shadow." Loki replied turning around. "living in the shade of your greatness. I remember you tossing me into an abyss. I who was, and should be, king!"

"So you take the world I love as a recompense for your imagine slights?" Thor asked looking at Loki. "No. The Earth is under my protection, Loki." He finished walking forward as Loki laughed.

"And you're doing a marvelous job with that. The humans slaughter each other in droves while you idle fret. I mean to rule them, as why should I not?"

"You think yourself above them?"

"Well, yes," Loki said after a moment of silence.

"Then you miss the truth of ruling, brother. A throne would suit you ill." Thor said and walked back to the cliff.

"I've seen worlds you've never known about! I have grown, Odinson, in my exile. I have seen the true power of the Tesseract, and when I wield it..."

"Who showed you this power?" Thor asked interrupting his brother and walked back to him. "Who controls this would-be king?"

"I am a king!"

"Not here!" Thor yelled grabbing his brother again. "You give up the Tesseract! You give up this poisonous dream!" He then grabbed Loki by the neck. "You come home."

"I don't have it," Loki said before Thor lets him go and called Mjölnir. "You need the Cube to bring me home. But I've sent it off, I know not where.

"You listen well, brother-(GRUNT!)" Thor was then hit with a blast.

"I'm listening," Loki said as Iron Man landed with a slide.

"(Groan.)" Thor groaned as he stood and looked to Iron Man who's faceplate lifted up. "Do not touch me AGAIN."

"Then don't take my stuff!"

"You have no idea what you are dealing with," Thor said as Iron Man looked around.

"Uh... Shakespeare in the Park? Doth Mother know you wear-eth her drapes?" He mocked the Asgardian who narrowed his eyes.

"This is beyond you, metal man. Loki will face Asgardian justice!"

"He gives up the Cube, he's all yours. Until then," Iron Man said as his mask comes down. "Stay outta the way." He then silently added. "Tourist."

Thor threw his hammer at Iron Man who was hit in the chest and sent flying back into several trees. "(Groan) OK." Iron Man said as his screens blurred.

Thor called his hammer back as Iron Man got up and started spinning it. Iron Man shot forward and kicked Thor into a tree, breaking it.

Thor got up and raised Mjölnir in the air and had lightning hit it and threw the bolt at Iron Man.

" _Power at 400% capacity._ " A male voice said in Tony's suit.

"How about that?" Iron Man asked impressed as the screens now glowed brightly.

He then shot a larger beam at Thor sending him flying back before they flew at each other and attacked through the forest.

Loki smiled before feeling a hand on his shoulder. "Thought you'd get away?" Naruto asked before pulling him up and towards where Cap landed as they heard a loud clanging noise.

Getting to the others, Naruto saw they calmed down before speaking. "Are we done with the pissing contest? Yes? Then let's go."

 _Heli-Carrier._

Fury looked at Loki who's in a glass circular container. "In case it's unclear." He said at a console. "If you try and escape if you so much scratch that glass," He then typed and had a door open underneath the cell. "It's 30,000 feet straight down in a steel trap. You get how that works?" He asked before closing the opening.

"Ant." Fury said gesturing to Loki. "Boot." He then gestured to the control.

Loki just chuckled at that. "It's an impressive cage. Not built, I think, for me."

"Built for something a lot stronger than you."

"Oh, I've heard," Loki said before turning to a camera and smiled. "A mindless beast. Makes play he's still a man. "He said knowing the others are watching. "How desperate are you, that you call on such lost creatures to defend you?"

"How desperate am I? You threaten my world with war, you steal a force you can't hope to control, you talk about peace, and you kill 'cause it's fun. You have made me VERY desperate. You might not be glad that you did." Fury said walking to the cell with a narrowed eye.

"Ooh. It burns you to come so close. To have the Tesseract, to have power, unlimited power, and for what? A warm light for all mankind to share. And then to be reminded what "real power" is." Loki taunts the spy.

"Well, lemme know if 'real power' wants a magazine or something." Fury taunted back and left.

Up with the others, they watched the conversation on a table with screens on it.

"He really grows on you, doesn't he?" Bruce asked as he was standing.

"Loki's gonna drag this out," Steve said before looking up to Thor who's without his cape and helmet. "So, Thor, what's his play?"

"He has an army called the Chitauri. They're not of Asgard nor any world known. He means to lead them to your people. They will win him the Earth. In return, I suspect for the Tesseract."

"Oh, great, another person who wants to rule the world," Naruto said, arms crossed after he pulled his half mask down. "I swear it's like once a month."

"So he's building another portal," Bruce said taking off his glasses. "That's why he needs Erik Selvig for."

"Selvig?" Thor asked looking to Bruce.

"You know him?" Naruto asked leaning forward on the table.

"Loki has him under some kind of spell. As well as one of ours." Widow said as she leaned on the table as well.

"I want to know why Loki let us take him," Steve said from his spot. "He's not going to lead an army from here."

"I don't think we should focus on Loki. That guy's brain is a bag full of cats. You could smell crazy on him." Bruce said before Thor took a step forward."

"Have care how you speak. Loki's out of reason but he's still of Asgard. And he is my brother."

"He killed 80 people in two days." Widow deadpanned as she looked at the Asgardian.

"He's adopted."

"I think it's the mechanics. Iridium, what do they need iridium for?" Bruce asked before Tony n a suit walked in with Coulson.

"It's a stabilizing agent. I'm just saying, pick a weekend I'll fly you to Portland." He said directing the last part of Coulson. "It means the portal won't collapse on itself like it did at S.H.I.E.L.D." Tony then looked at Thor and raised his left hand as he walked to him. "No hard feelings, Point Break. You've got a mean swing."

"Also mean the portal can open as wide, and stay open as long as Loki wants it too." He said before walking to and stood at Fury's command post. "Raise the mizzenmast, jib the top-sails." He then points to a S.H.I.E.L.D. operator. "That man is playing Galaga! He thought we wouldn't notice... But we did." He finished before covering his left eye and pointed to his left.

"How does Fury see these?"

"He turns," Maria replied from behind the billionaire before he put something under the nearest keyboard. "Rest of the materials, Agent Barton can get easily."

"And from what we've gathered. He's gotten most." Naruto said as Tony looked at the holo-screens.

"Only thing left is a power source of high-energy density. Something to kick-start the Cube."

"Anything in particular? Something we can get to before they did?" Naruto asked as Bruce paced.

"He would have to heat the Cube up to a 120-million Kelvin just to break through the Coulomb barrier.

"Unless Selvig has figured out how to stabilize the quantum tunneling effect," Tony said remembering reading the files he got from Fury as he walked over to the scientist.

"Well, if he could do that he could achieve heavy ion fusion at any reactor on the planet."

"Finally, someone who speaks English."

"OK, anyone else following this crap?" Naruto asked as the two continued to talk. "Please tell me it's not just me."

"Dr. Banner is only here to track the Cube." Fury said walking in after Tony was talking about Bruce's other side. "I was hoping you might join him."

"I'd start with that stick of his," Steve said looking at Fury. "It may be magical, but it works a lot like a HYDRA weapon."

"I don't know about that, but it is powered by the Cube. And I'd like to know how Loki used it to turn two of the sharpest men I know into his personal flying monkeys." Fury said as Thor looked confused.

"Monkeys? I don't understand-"

"I do," Steve said as Tony rolled his eyes as Steve looks proud of himself. "I understood that reference."

Everyone left to different rooms while they waited for Tony and Bruce's studying of Loki's staff. Missing the man pull up Galaga when Tony left.

Later, Naruto, saw Steve arguing with Tony as he tried to get Bruce angry and bring out the Hulk before leaving.

"I understand where Bruce is coming from," Naruto said leaning on the wall before Steve looked to him. "He doesn't come out if I get angry or anything but I do have a being in me that people saw instead of me. I, like I'm sure Bruce is… Am tired of people seeing only the being inside of us. People who want to kill us when we walk down the street."

"Is it really that bad?"

"I had the occasional drunk beatings before I was five. So yeah, it's worse." Naruto finished walking away as Bruce talked about Tony's new building, Stark Tower.

And how that will be run on clean energy when talking about Fury using the Cube for energy purposes. Steve looked around before walking down the hall to a closed off room.

Down in Loki's cell, Widow looked at him as he had his back to her.

"Heh, there's not many people who can sneak up on me." He said turning to the spy.

"But you figured I'd come."

"After," Loki said as he walked around his cell. "After whatever tortures Fury can concoct, you would appear as a friend, as a balm. And I would cooperate."

"I want to know what you did to Agent Barton."

"I'd say I expanded his mind."

"And once you won," She said walking to the cell. "Once you're king of the mountain, what happens to his mind?"

"Oh… Is this love, Agent Romanoff?" Loki asked with a smile.

"Love is for children. I owe him a debt."

Loki then started to walk backwards. "Tell me."

"Before I worked for S.H.I.E.L.D… I, uh… Well, I made a name for myself." She said before sitting on a nearby chair. "I have a very specific skill set. I didn't care who I used it for, or on. I got on S.H.I.E.L.D.'s radar in a bad way. Agent Barton was sent to kill me. He made a different call."

"And what will you do if I vow to spare him?"

"Not let you out." Widow replied as Loki sat on a bench.

"No, but I like this." Loki smiled at her. "Your world in the balance and you bargain for one man."

"Regimes fall every day. I tend not to weep over that. I'm Russian. Or I was."

"And what are you now?" Loki asked resting a hand on his knee.

"It's really not that complicated." Widow said standing up. "I've got red in my ledger, I'd like to wipe it out."

Loki followed suit and walked up to the spy. "Can you? Can you wipe out that much red? Drakov's daughter. São Paulo, the hospital fire? Barton told me EVERYTHING. Your ledger is dripping, it's gushing red, and you think saving a man no more virtuous than yourself will change anything?! This is the basest sentimentality. This is a child at prayer. Pathetic!"

"You lie and kill in the service of liars and killers. You pretend to be separate, to have your own code, something that makes up for the horrors… But they are a part of you, and they will never go away." Loki then slams his fist into the cage glass, snarling with fury. "I won't touch Barton, not until I make him kill you. Slowly. Intimately. In every way, he knows you fear."

"And then he'll wake just long enough to see his good work, and when he screams, I'll split his skull! That is my bargain, you mewling quim."

Black Widow tearfully turns away. "You're a monster!"

Loki just chuckles scornfully. "Oh no. You've brought the monster with you."

Widow turns around, showing no signs of tears. "So, Banner. That's your play."

Loki Confused at that, just asks. "What?"

Widow puts a hand on her comms and walks away. "Loki means to unleash the Hulk. Keep Banner in his lab, I'll meet you there. Send Thor as well." She then turned to Loki. "Thank you… For your cooperation."

Up above, Naruto saw everyone was in the lab after Tony hack and revealed S.H.I.E.L.D. making weapons due to Loki's and Thor's fight in New Mexico.

"What the hell is going on here? There's some kind of weird energy coming off from here, some of your men are fighting each other." Naruto said as the others were arguing.

"You speak of control, yet you court chaos," Thor said to Fury before Bruce picked up.

"That's his MO, isn't it? I mean, what are we, a team? No, no, no. We're a chemical mixture that makes chaos. We're…we're a time-bomb."

"You need to step away." Fury said to Bruce as Tony placed a hand on Steve's shoulder.

"Why shouldn't the man let off a little steam?"

Steve roughly pushed his hand away. "You know damn well why! Back off!"

"I'm starting' to want you to make me."

"Yeah. A big man in a suit of armor. Take that away, what are you?" Steve asked walking around Tony.

"Uhh, genius, billionaire, playboy, philanthropist."

Widow shrugs condescendingly but concedes Stark's point.

"I know guys with none of that worth ten of you. I've seen the footage. The only thing you really fight for is yourself. You're not the guy to make the sacrifice play, to lay down on a wire and let the other guy crawl over you!" Steve said with narrowed eyes.

"I think I'd just cut the wire."

"Always a way out. You know, you may not be a threat, but you'd better stop pretending to be a hero."

"A hero? Like you? You're a lab experiment, Rogers. Everything special about you came out of a bottle." Tony said annoyed at Steve.

Naruto turned to his left as he sensed something. "Guys..."

"Put on the suit. Let's go a few rounds." Steve said enraged as he ignored the ninja.

They then started to argue more before Naruto yelled. "GUYS ENOUGH!" They turned to him before he spoke. "Right now we got a guy who wants to take over the world and has us at each other's throats. Now, Bruce drop the damn spear and let's go!"

They looked to see Bruce had the staff in hand before dropping it and they left.

 _BOOM!_

Just as several explosions rocked the carrier Sending Widow and Bruce to the floor underneath and Thor out the window.

"Gear up!" Naruto said pulling his mask up as masked men all in black ran in and started shooting everyone.

Naruto dived at one and grabbed his rifle as he broke his neck and shot several men beside him. Naruto got up and ran down the halls as he shot several men as well. He then created clones to help out as he took several shots at another man.

" _He's angry!_ "

Naruto heard Widow over his comm before feeling the carrier shake. He heard Tony volunteer to fix the engines before running down the hall to help protect him before running into Steve.

They got to the hole with a catwalk before seeing Iron Man who flew outside. He flew to the damaged engine and started scanning and fixing it. "Get to that engine control and tell me which relays are in overload position."

Steve nodded as he and Naruto parkoured up to a control panel. They opened it up and deadpanned.

"Tony! We're not the right guys for this!" Naruto yelled in his comm.

"The relays are intact! What's next?!"

" _I'm gonna have to get in there and push. The red lever will slow the blades down so I can get out. Stand by it and wait for my word!_ " Iron Man said before he flew and started cutting things off.

Naruto picked the rifle he took up and started firing on men that attacked from the doors as Steve stood at the red lever beside them. He then saw the Hulk on a jet before it exploded forcing him to jump off to the ground. They suddenly started falling before seeing Thor drop in Loki's cell and got memories of his clone saving Coulson by hitting Loki with a _Rasengan_ (Spiraling Sphere.)

" _Now!_ "

Steve hit the level having the level out as Iron Man flew and tackled another man who ran out to attack.

"Hey, if we decide to make this into a movie, let's leave out this whole repair thing. I feel that'll be really boring to watch." Naruto said before Black Widow.

" _Clint's back to normal._ " She said before hearing Fury.

" _Loki just killed five of our men._ "

Naruto looked to the other two. "You gonna let him take over the world and kill billions? This is now bigger than your egos."

"Ego..." Tony said taking his helmet off.

He then looked up and explained Loki was going to use his tower as the entrance to inflate his ego before they walked off to get ready. Naruto and Captain America walking down the hall and got together with Black Widow and the newly freed Hawkeye. They walked to a Quin-Jet and got in.

"Hey, you guys aren't authorized to be here." A man said from the pilot seat.

"Son, just don't," Cap said before they let the man off and left in the jet.

 _Iron Man._

In his damaged suit, Iron Man saw a large device on his new building and tried shutting it off. Only for a shield to deflect the blat hitting him and Erik who was beside it away. Erik hitting an air conditioner unit. Iron Man regained his bearings before flying to the helicopter pad just near the top and landed on a walkway beside it.

" _Sir, the Mach 7 isn't ready yet,_ " J.A.R.V.I.S. said as Iron Man looked down.

"Then skip the spinning rims, we're on the clock."

He started walking as the floor opened up having a ring follow him and started taking his suit off as he got closer to the doors leading in. Eyes on Loki who was inside as well. Tony got inside just as the last of his armor was off and inside the walkway before he looked to Loki.

"Please tell me you're going to appeal to my humanity," Loki said with a smile as Tony walked in, hands behind his back.

"Uh, actually, I'm planning to threaten you," Tony replied taking off a fit bit and put a new one on as he got to his bar on the lower floor with Loki.

"You should have left your armor on for that."

"Yeah. It's seen a bit of mileage and you got the, uh, Glow Stick of Destiny. Would you like a drink?"

"Stalling me won't change anything," Loki said holding his staff in both hands as Tony looked around.

"No, no, no. Threatening. No drink? You sure? I'm having one." Tony pulled out a bottle and poured a glass of whiskey.

"The Chitauri are coming. Nothing will change that. What have I to fear?"

"The Avengers."

Loki looks confused at that as Tony continued. "It's what we call ourselves. Sorta like a team. "Earth's Mightiest Heroes" type of thing."

"Yes. I've met them."

Tony smiled at that. "Yeah. Takes us a while to get any traction, I'll give you that one. But let's do a head count here. Your brother, a demigod; a super soldier, a living legend who kind of lives up to the legend; a man with breathtaking anger management issues; a couple of master assassins, one who's an actual ninja, and you, big fella... You've managed to piss off every single one of them."

"That was the plan," Loki said with a shrug as Tony took a drink.

"Not a great plan. When they come, and they will, they'll come for you."

"I have an army."

"We have a Hulk." Tony shot back walking up to Loki.

"I thought the beast had wandered off."

"You're missing the point. There's no throne, okay? There is no version of this where you come out on top. Now maybe your army comes and maybe it's too much for us, but it's all on you. Because if we can't protect the Earth, you can be damn well sure we'll avenge it." Tony threatened as he stopped in front of the Asgardian.

"How will your friends have time for me…when they're so busy fighting you?" Loki attempts to use his scepter on Tony, but it clinks harmlessly on the arc reactor in Tony's chest.

Loki gained a confused look at that. "This usually works."

"Well, performance issues. It's not uncommon. One out of five-!" Loki throws him across the room. "J.A.R.V.I.S., any time now!"

Loki walked over and grabs Tony by the throat. "You will all fall before me!"

"Deploy! Deploy!"

Loki throws Tony out of the window, but his Mark VII armor reaches him and attaches itself to him before he hits the ground; he flies back to the penthouse and blasts Loki before flying off as a portal opened in the sky.

A large group of aliens on hover devices came out with guns.

"Right." Iron Man said looking up. "Army." He finished shooting what he could while flying.

The Chitauri flew around the city attacking before Iron Man saw Thor fighting Loki on his helipad as the others flew over to the battle.

Loki shot them down having them crash land and ran out. "Shit." Naruto cursed before pulling a kunai out and threw it at an alien having it crash.

"We need to get back up there!" Cap said as they ran down the street towards Stark Tower. Where only the 'A' is left on the side.

( _GROWL!_ )

They heard a loud deep growl before seeing a large armored serpent-like creature fly out and had Chitauri shoot out from it onto buildings.

"Stark, are you seeing this?" Cap asked looking at the wave as more came out.

" _Seeing. Still working' on believing. Where's Banner, he show up yet?_ "

"Banner?"

" _Just keep me posted._ "

The four hid by a taxi as they looked around.

"Got civilians trapped up there," Hawkeye said as Naruto stood.

"Leave that to me." He said glowing red as he put his hands in a cross shape. "Tajū Kage Bunshin no Jutsu! (Multi Shadow Clone Jutsu!)"

Countless clones filled the streets and on top of buildings before they started helping people out. "My clones will handle the people, we'll focus on the fight!"

Cap ran off having the three keep whatever Chitauri at bay. Naruto ran to one Chitauri and stabbed it in the eye as Hawkeye and Black Widow fight the wave of Chitauri behind them.

"Just like Budapest all over again!" Widow said shooting her twin pistols.

"You and I remember Budapest very differently!" Hawkeye said taking another shot on his bow.

They continued fighting even taking the aliens weapons and used it on them before Cap and Thor dropped down to them.

"What's the story upstairs?" Cap asked Thor panting.

"The powers surrounding the cube is impenetrable."

" _Thor's right, we gotta deal with these guys._ " Iron Man said as Naruto blinked.

"How the hell did you hear that? Thor doesn't have a comlink on."

"How do we do this?" Widow asked reloading her guns as Cap turned to her.

"As a team."

"I have unfinished business with Loki," Thor said as Naruto noticed a wound on his side.

"Yeah? Get in line." Hawkeye said in a pissed tone.

They started coming up with a plan before Bruce in different clothes ride up on a motorcycle. "So. This all seems… Horrible." He said stopping at the others.

"I've seen worse." Black Widow said remembering running from the Hulk earlier.

"Sorry."

"No, we could use a little worse."

"Stark? We got him." Cap said over his comm.

" _Banner?_ "

"Just like you said."

" _Then tell him to suit up. I'm bringing' the party to you._ "

Just then, Iron Man flies into view, chased by a Leviathan."

"I-I don't see how that's a party." Widow said as they flew closer.

Iron Man drops low to the ground, forcing the Leviathan to crash onto the streets; Bruce begins walking towards it. "Dr. Banner! Now might be a really good time for you to get angry." Cap said as Bruce turned to him.

"That's my secret, Captain. I'm always angry." He turns back, morphs into the Hulk and punches the Leviathan.

He killed it having the tail end fly up before Iron Man shot it with explosive, destroying it. "Would love a better explanation on how he controls it but screw it, that was awesome!" Naruto yelled as more Leviathans came through the portal.

"Call it, Cap," Hawkeye said as they all looked up.

"All right, listen up! Until we can close that portal, our priority is containment. Barton, I want you on that roof, eyes on everything. Call out patterns and strays. Stark, you got the perimeter. Anything gets more than three blocks out, you turn it back or you turn it to ash."

Hawkeye turned to Iron Man. "Can you give me a lift?"

Iron Man then grabbed him. "Right. Better clench up, Legolas." He flies Barton to the indicated rooftop.

"Thor, you gotta try and bottleneck that portal. Slow 'em down. You got the lightning. Light the bastards up." Cap ordered Thor who nodded and flies off on Mjölnir. Captain America continues speaking to Black Widow. "You, Naruto, and me, we stay here on the ground, keep the fighting here. And Hulk?"

Hulk turns to Captain America who points to the Chitauri. "Smash."

Hulk grins and leaps into battle, smashing every alien he could grab. Naruto created more clones to help out as he saw Thor shoot a large bolt of lightning at the portal and killed whatever came through. He and Widow attacked the groups near them as he heard Hawkeye and Iron Man kill a group in the air before seeing Hulk jump through a building on a Leviathan before Thor dropped on it.

"They're endless! We gotta shut that portal down!" Naruto yelled before throwing a kunai at a Chitauri.

"Our biggest guns couldn't get it," Cap said panting.

"Maybe it's not about guns." Widow replied leaning on a car and looked at the portal.

"I can get you up there," Naruto said and started to turn around for her to get on his back.

Only for her to jump in his arms bridal style before he jumped on a lamp post and then to a building where he started running up the wall.

The military showed up to help as Naruto's clones pulled more people out of destroyed buildings from the fight.

The real Naruto landed on Stark towers as Loki was blasted to the bottom room where the Hulk jumped and tackled him inside.

Loki got up and furiously looked at the Hulk who walked to him. "ENOUGH! You are, all of you, beneath me! I am a GOD, you dull creature, and I will not be bullied by–!"

Hulk just grabs Loki and slams him into the floor five times like a rag doll, then leaves him lying face-up in the resulting crater

Hulk snorted at him. "Puny god." He then stomps off, leaving Loki groaning in pain.

Naruto dived down the building and landed on a flying ship before breaking the alien's neck and flew towards others, shooting them as well. He saw Iron Man fly in a Leviathan and blew it up from the inside. Everyone started to get overwhelmed as more and more Chitauri came through the portal as Naruto's clones started to help with various jutsus.

Iron Man then flew off towards a missile that was flying to the city. The others continued fighting the groups, Caps mask getting ripped off as Naruto's shirt also tore from the fight. Iron Man grabbed the missile and directed it to the portal. Several minutes went by before the Chitauri suddenly collapse as an explosion came out of the portal before hearing Widow was able to close it.

They saw Iron Man fall from the portal and didn't fly.

"He's not stopping!" Thor yelled before Hulk dived, caught him, and fell beside the group.

They ran and Thor pulled the face plate off showing he was unconscious.

"(ROAR!)" Hulk roared startling Tony.

"Please tell me no one kissed me!"

"We won," Steve said as Tony cheered.

"Alright. Let's take a day off. You ever try shawarma? There's a shawarma joint not far from here I'd like to try."

"We're not done," Thor said looking up at the tower.

"Shawarma after then."

Up in the tower, Loki groans in defeat as he sees the assembled Avengers. "If it's all the same to you…I'll have that drink now."

Later, after arresting Loki, the Avengers gathered at an empty Shawarma Palace and eat in silence.

 _Central Park, A Few Days Later._

The Avengers become the center of media attention, admired by the public as heroes, but are also met with some concern and fear, with some finding their appearance during the battle to be too coincidental.

All joining in Central Park, the Avengers and S.H.I.E.L.D. watch as Thor escorts Loki and the Tesseract to Asgard. Afterward, the Avengers diverge, until such a time that a new world-threatening menace emerges, the team will reassemble.

( _Flashback End._ )

"Sure, we go our separate ways from time to time though. But we get back together when needed."

"So cool!" Kamala said before turning off the recorder. "An interview with my second favorite hero!"

"Second?"

"Behind Captain Marvel."

"What does she have that I don't?!"

"It-It's nothing like that!" Kamala said trying to diffuse the situation as Naruto cooled off and stood.

"OK, I gotta get going anyway. See you later."

"Bye," Kamala said before checking him out as he left and blushed.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781, Chaos-PSD.**

 **Thank you for an amazing year. Sorry, I haven't done this every time for all my stories, it's been because I or my betas get busy at the time until a few weeks after.**

 **Sorry for any canon stuff if it seems long, really tried to keep only the stuff I thought was important to/explained the plot.**

 **OK, I'll also try to do at least 1 or 2 updates for this and my Earth's Mightiest story as I'm going to be busy this week, hopefully, I can still write during the night and I may be able to do 3.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	27. Chapter XXVII: One's Fate

**Disclaimer: I don't own Naruto or Ultimate Spider-Man**

 **Beta: Jebest4781, Chaos-PSD, and Arkham Knight22.**

* * *

 **Chapter XXVII: One's Fate.**

 **Last Time.**

 _"Sure, we go our separate ways from time to time though. But we get back together when needed."_

 _"So cool!" Kamala said before turning off the recorder. "An interview with my second favorite hero!"_

 _"Second?"_

 _"Behind Captain Marvel."_

 _"What does she have that I don't?!"_

 _"It-It's nothing like that!" Kamala said trying to diffuse the situation as Naruto cooled off and stood._

 _"OK, I gotta get going anyway. See you later."_

 _"Bye," Kamala said before checking him out as he left and blushed._

 **Now.**

 _New York City, Morning._

Shinobi caught his Asgardian Ax as he was helping Thor out for the day. He looked down and saw a Rock Troll with yellow skin and red hair and beard. He's wearing a silver breastplate over a black armored shirt and green shorts.

This is Ulik, a member of the Rock Trolls from the caverns of the Realm Below in the extra-dimensional realm of Asgard. He's holding a battle ax as he's battling Thor. Ulik then slammed the ax on the road splitting it as Naruto threw his ax before calling it back as it hit Ulik's shoulder. Iron Man then flew over.

"What's the story?"

"Someone from Thor's realm came over and started battling him," Naruto replied before Ulik tried to slam his ax on the ground again.

Naruto tossed his ax and had the hammer part of Ulik's ax hit the flat end of his blade before the three battling the troll together.

Ulik tossed his ax at Tho who knocks the weapon into the air far away.

"Home run!" Iron Man said before shooting the troll.

Naruto threw his ax as Ulik's stomach as Thor threw Mjölnir at his face sending the troll into a van.

"He is down, but there is a more pressing concern," Thor said as he and Naruto called their weapons back.

"Yeah, he lost his Asgardian battle-ax… Is that bad?" Iron Man asked as he landed beside the duo.

"Very, Ulik's arrive from the Underworld's one thing. But his use of that weapon reveals a terrible truth. An ancient legend that does not bode well for me." Thor explained. "For on this day, I may be destined to perish."

Later, Thor dragged Ulik through the air knocking his head against buildings. Naruto followed by jumping across the rooftops as Iron Man struggled to find the weapon due it's the mystical origin. On their way back to the tower, Thor explained that if the ax fell into the wrong hands, it would mean the end of the world.

On the other side of the city, a squad of Hydra agents finds the weapon, informing their leader of their findings. But they were attacked by Doom Dogs forcing them to flee as Doctor Doom retrieves the weapon.

 _Later, Avengers Tower._

Shinobi, Iron Man and Captain America without their masks looked at the computer as they scanned for the ax. Thor paced as he gripped Mjölnir tightly.

"This waiting is intolerable!"

"Look, I'm using everything I've got to find Ulik's weapon," Tony said turning to the Asgardian.

"Thor, your life is up to you, not some legend," Steve said, arms crossed.

"Each of us has a path that is fated, this is mine."

"(Groan!)" Naruto groaned. "I'm so sick and tired of this fate talk."

"I don't like cryptic. But I think I isolated what was creating the interference." Tony said as his computer began beeping rapidly.

"You found it?!"

"Yeah..." Tony trailed off before Naruto looked to the screen.

"Oh, shit." He cursed as the Latverian Embassy came up.

"RAH!" Thor yelled as Mjölnir broke the screen. He then called it back. "So Doom possesses this weapon?!"

"I'm gonna bill you for that!"

"Easy Thor, we can't just go in," Naruto said as he held his hands up, his ax hanging off his back.

 _Latverian Embassy._

The Avengers of Shinobi, Captain America, Iron Man, Hawkeye, Thor, and Hulk flew towards the Embassy as Naruto looked to the newest member of the team.

He's a young African-American man in a red and white armored outfit with a pack on his back and red lens in his cowl.

This is Falcon, real name Samuel "Sam" Wilson, a promising genius with both technology and science who secretly worked with Tony Stark on technological advances and special armor while being a S.H.I.E.L.D. trainee. Tony called him in, a week ago when the Red Skull appeared and attacked Captain America.

"Time to call the play. I've got everyone's task is assigned." Tony said just as Thor and Hulk busts through the door and started fighting the Doom Bots.

Falcon extended his arms and had red clear wings come out before he flew above. And shot out a blade from his wings. Naruto dived out as the others followed with Hawkeye landing the jet. Naruto grabbed his ax and sliced a robot dog as he landed before tossing it having his ax cut through several more.

Naruto called his ax back just as the others fought with Hawkeye going underground. Doom with the ax came out of the ground and stared at the Avengers. "You dare attack Latverian soil?"

"You stole Asgardian property!" Naruto shot back as he held his ax as the ice started covering the blade.

Thor dashed to Doom and swung his hammer as Doom blocked it with the ax. Using the weapon Doom battles the Avengers, holding his own against Thor before tossing it. The ax hit Hulk in the face, forcing him to the ground as Iron Man and Falcon attempted to grab it as it flew. The ax went back to Doom and raised it in the air.

"What enchantment does this mortal have?" Thor asked as Iron Man landed.

"He didn't enchant it, Thor, he modified it with doom tech.

"Modified or bot, its true purpose remains," Thor said as Doom nodded.

"Indeed it does!" He yelled and slammed the hammer down on the ground.

He split the ground and released a very large Midgard Serpent with arms that burst through the ground.

"What the hell is that?"

"The Midgard Serpent, the end of all things," Thor said as it attacked the city.

Iron Man scans it which shows it's growing, Thor reveals it will grow in size until it can consume the planet.

"How does this involve you?" Naruto asked as Cap ran over.

Thor explained that he was destined to not only face the creature but die defeating it. Hulk jumped over to the serpent, only for it to bat Hulk away high in the air. Doom jumps on the creature and takes control of it using the hammer. Falcon goes to find the Hulk, while Thor goes after the creature alone.

"Thor!" Naruto yelled as he threw his ax at the serpent's hand and called it back once it hit.

Hawkeye came over on a hoverbike as the Avengers helped the civilians out of the destruction. The creature is too powerful, and Thor decides to sacrifice himself, but they were blasted by Doom.

"It is Doom who shall be vict-!" Doom was then hit by Naruto ax into the creature's path and was then crushed by the serpent.

"Nice."

The serpent lunged to eat Iron man but he was able to escape by flying up to punch it in the jaw. Thor confronts the creature, blasting him with his hammer, and knocked him to the ground. The creature was about to swallow Thor but was saved by Iron Man while Naruto hit it in the eye with his weapon. The creature goes after them. Doom tries to gain control of the creature by jumping on and using the ax, but Hawkeye and Captain America tried to stop him.

"Your interference is most-!"

Naruto tackled the villain off of the serpent leaving the ax and tumbled when hitting the ground.

Iron Man scanned for Ulik's dimensional rift and found it, Thor blasted it open again with lightning. They lead the creature to the portal, the Falcon threw the Hulk into the creature knocking him into the portal and sending him to the realm below. Thor sealed the rift with his hammer.

"Why don't we call for Damage Control to clean up the mess," Hawkeye said looking at the damage the serpent made.

Later, they returned to the tower to surprise Ulik that Thor is still alive, and told him he is to return for justice in Asgard.

 _A Week Later, Warehouse._

Shinobi watched his team battle a healthy Doc Ock before yelling as White Tiger was hit with a tentacle.

"Come on! You're acting like we just got together!" Naruto yelled before S.H.I.E.L.D. agents with Fury and Coulson ran in and started firing at the scientist forcing him to flee.

"Have to give credit where credit is due, Shinobi," Coulson said walking up as Spider-Man landed holding a metal case. "Your team's been on point lately."

"They're a little rusty with no missions since moving in with me but yeah," Naruto said as Coulson took the case from Spider-Man.

Curt without his right arm walked up and looked at the case as Coulson opened it showing syringes with pictures of animals on them.

"Securing Ock's experimental D.N.A. compounds, incredible work. Want to stay and lend a hand, Spider-Man?"

"He can't at the moment, we gotta go somewhere," Naruto said before quickly taking his team out of the building.

 _Queens, Naruto's House._

"Hey everyone!" May said walking in.

She held several bags for the weekly dinner night she insisted on setting up due to Naruto's full house. Naruto having told May that his team's apartment building burned down so he offered them a place to stay while it was being rebuilt.

"Hey." Naruto greeted as he walked in from the kitchen. Naruto went to the coffee table and cleaned up the magazine and video game boxes off as May and Sam went to cook. "Hey, Ava." He greeted the teen as she waved while on the laptop.

Naruto rolled his eyes as he put the stuff in his hands on the bottom shelf of the table and walked upstairs. "Luke! Hurry up, Dinners in 30!"

"Hey, it takes a routine to look this good."

Naruto sighed before walking to the other side of the hall. "Danny, dinners in 30!" He yelled smelling incense.

He then saw Peter running by with a box holding his web-shooters, cartridges, and tools to Naruto's room at the end of the hall before swinging off in costume by the window.

' _Most likely to talk to Curt. He's been running out of webs faster these past few weeks._ ' Naruto thought before walking downstairs. "Peter had to go and tutor a classmate, he probably won't be joining us." He said when getting down.

 _Later._ (A/N: Everything up to when the Team helps is canon and will be skipped.)

Naruto raised an eyebrow looking at the others playing a round of limbo. He felt his watch vibrate before going into the kitchen and saw Spider-Man. "What's up?"

" _There's a lizardly Doc Connors going after Doc Ock! Meet me at these coordinates in the sewers._ "

 _Later, Warehouse._

The team landed on the roof to see Spider-Man fighting off against Curt who had taken a lizard serum to help Spider-Man fight off robots when setting off an alarm in Doc Ock's warehouse.

Curt regrew a large, reptilian clawed arm, before mutating into a large, green, humanoid lizard-like creature with ripped pants.

"There a plan Spidey?!"

"Back in a jiffy!" Spider-Man said jumping in a hole back in the warehouse.

"OK team, stall but don't hurt him!" Naruto said before being tackled by the Lizard and through the roof where he saw Spider-Man working on a cure.

"Keep him distracted!"

"Easier said than done!" Naruto yelled holding the Lizard in a headlock before being thrown.

Power Man tackled Lizard before being thrown himself as Nova tackled Lizard across the room.

The two martial artists of the team dropped down onto the Lizard who just stood as they held his arms. The others ran to do the same just before Spider-Man swung over. He jabbed a syringe into the Lizard having him turn to normal, and lost his right arm.

Later, S.H.I.E.L.D. came and took the unconscious Connors in an ambulance and left before the team had to rush back to Naruto's house for Dinner.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781, Chaos-PSD and Arkham Knight22.**

 **OK, I used an Ep from Assemble due to catching up with the tie-in comics and this Ep being mostly canon outside of 5-10 minutes. I did want to wait until Episode 10 before doing so as Continuity that's when Assemble started.**

 **OH! I also updated my Naruto on Board story over the weekend.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	28. Chapter XXVIII: Electro

**Disclaimer: I don't own Naruto or Ultimate Spider-Man.**

 **I'm also going to be busy this weekend Friday-Sunday but should only be through the days.**

 **Beta: Jebest4781, Chaos-PSD, and Arkham Knight22.**

* * *

 **Chapter XXVIII: Electro.**

 **Last Time.**

 _"There a plan Spidey?!"_

 _"Back in a jiffy!" Spider-Man said jumping in a hole back in the warehouse._

 _"OK team, stall but don't hurt him!" Naruto said before being tackled by the Lizard and through the roof where he saw Spider-Man working on a cure._

 _"Keep him distracted!"_

 _"Easier said than done!" Naruto yelled holding the Lizard in a headlock before being thrown._

 _Power Man tackled Lizard before being thrown himself as Nova tackled Lizard across the room._

 _The two martial artists of the team dropped down onto the Lizard who just stood as they held his arms. The others ran to do the same just before Spider-Man swung over. He jabbed a syringe into the Lizard having him turn to normal, and lost his right arm._

 _Later, S.H.I.E.L.D. came and took the unconscious Connors in an ambulance and left before the team had to rush back to Naruto's house for Dinner._

 **Now.**

 _Queens, Naruto's House, Late Evening._

Naruto sighed looking at his roommates as Peter left to deal with Electro.

' _It's times like this that I fear for the future._ ' He thought as he stared at Ava, who was on the laptop, Sam who was playing a portable game, Danny who was listening to his music on his player, and Luke who was watching a football game.

The reason for his sighing was because they haven't looked up from the screens in several hours. ' _Ava's not that bad due to watching a lecture for school, but still!_ '

"Almost have the high score!"

"Could you be quiet?! I'm trying to watch this lecture."

"Come on! How is that a penalty?! This Ref. is evil. Like Dr. Doom evil!"

"That's it, I'm cutting off the internet," Naruto said walking to his phone just as Peter walked in.

And had the power go out. "Oh, what now?!"

"My lecture!"

"My zen!"

"My dragon eggs!"

Suddenly, the screens lit up showing a bald man with blue skin, pure white eyes, and what looked like three lightning bolts on his forehead.

" _Good evening New York. Do I have your attention? The Name's Electro! I've taken control of your electricity. All of it, EVERYWHERE! Why, thanks to Spider-Man, I've gotten hyper-charged. You've got 24 hours to… Give me all your money! If you don't, I'll send this city back to the dark ages. Permanently!_ "

"Thanks to Spider-Man?" Sam asked as the moon lit up the room.

The others freaked out as Naruto sighed. "It's not that bad. (Sigh) I Should've moved to a rural State. I'm sure they wouldn't be freaking out due to actually spending their time outside!" He said pulling out a small LED lantern. "Suit up!"

He turned the light off having everyone change. "Before I turn on the light, everyone decent? Or have the right costume on?"

"Yes!"

Turning the light on, Shinobi saw his team before walking outside and turned the lantern off. Naruto turned to see Spider-Man trying to turn his bike on. "I think Electro's draining the batteries of vehicles as well."

"This could be a good thing. What did people do before electricity?" Spider-Man asked giving up on his bike.

"Played outside, talked to each other while in the same room rather than ignore each other or go on their phones to talk to the same people in the room," Naruto said as he tried his car, and wasn't able to turn it on either.

 _Later._

The Team stood at the bridge looking at the unmoving traffic before the people started throwing garbage at the Avengers in training.

Naruto saw Batroc stealing from the people, and jumped up on the cars after the thief. He then grabbed Batroc and dropped him on the bridge, knocking him out before tying him up. Naruto then saw his team in a cable car traveling across the bridge pushed by Nova. Naruto jumped up to the support wire and jumped in the car.

"Everything good?"

Before the Team could answer, Electro takes control sending them crashing to the station but they jumped out just before, Naruto holding Tiger bridal style.

"Isn't Electro lower tier?" Naruto asked as the car bursts into flames.

"He was! He must have upped his game!" Spider-Man replied before Naruto turned.

"You can put me down now."

Naruto looked to see he was still holding White Tiger.

"Aw, you don't like me anymore?"

"That's not-!"

"Fine, I can take a hint," Naruto said letting Tiger down as they saw flashes of light a couple of blocks away.

They ran and saw Electro draining power from the surrounding cars. Suddenly, a delivery van came on and sped towards the heroes who dodged it having it hit the building behind them. Several more cars drove towards them before Iron Fist cuts one's engine with his fist.

"What's the score?!"

Naruto turned to see his heavy hitter run to a store that had working TVs with the game on before White Tiger walked over. Naruto was about to speak before a bus sped past them.

"Nova, you're up! Better hope they don't need to stay above 50!"

Nova flew after the bus before hearing White Tiger. "That's a great price!"

"Tiger, that laptop will be there after this is over!" Naruto yelled as the now-empty bus came back and hit Power Man.

He saw Spider-Man grab a falling helicopter and landed it before seeing it was empty.

"WHOA!"

And dodged a bolt of electricity from Electro. Naruto jogged over noticing Electro had new attacks as his lower body turned to electricity as he flew. Naruto also noticed his head was glitching when he spoke to Spider-Man.

"This guy is so a dimmed light bulb. If I was him, I'd be opening the biggest banks on Wall Street." Nova said as Electro hacked A.T.M.'s having money rain down.

"Nova!"

"Great idea!" Electro said before speeding away, having the light posts explode.

The Team ran ahead as Naruto stood back for a moment, focusing on when Electro was glitching.

Naruto then caught up and saw his team stuck to a truck with webbing as Spider-Man's shooters fired rapidly while he aimed them in a car.

"Turn them to each other!" Tiger yelled as Naruto used a kunai and cuts them free.

Just as a pipe fell on the truck. "OK, let's go get Electro!"

They went to the bank Electro walked in before Naruto stopped them as he walked forward.

"Look, you've all been focused on your screens. But now, we need to be focusing on our work. So think. Did you notice anything about Electro that we can use?"

"Did you notice the weird way he talked?" Tiger asked the others when they got stuck.

"Yes, it seems the more he's plugged in, the more unfocused he's becoming." Iron Fist answered as they looked to see Electro on their watches, glitching.

"Kinda like we are tonight." Power Man said as Spider-Man looked down.

"Plugged in? That's it! Nova, you still got that video game on you?"

Up in the vault, Electro looked as electricity covered the gold bars in the vault before the Team ran in.

"And where are you going to put that? Not the brightest are you?" Spider-Man said before hearing Nova behind him.

"What a doof! If I was him, I would hack into those new Daily Bugle satellites and take over the whole grid?!"

"Nova!"

"Y-YEE-sss! Down-t-town!" Electro glitched before disappearing having the lights go out.

 _Times Square._

The lights came on as Electro came up onto the billboards on the buildings before the city got electricity. Electro appeared above the city and went into the Daily Bugle and shot up in the air. And then appears on every phone.

" _I can see it! I can feel it all! It's all mine!_ " Electro said as he appeared all over the world.

He then replaced every screen with himself and laughed as the Team ran in as Spider-Man swung off. "I'll get his attention. Keep to the plan!"

Electro created a clone of himself that flew at Spider-Man who jumped out of the way.

"You may be able to take me on… But not all of us!"

Each of the Team ran around having Electro create a copy to deal with them before splitting him up so much he couldn't focus on his clones. His clones then disappeared as they saw Spider-Man taunt him before coming out of the screen in his original form and costume and knocked him out.

 _Later; Friday Morning, Store._

"Here we go."

Naruto, in jeans and a green shirt, looked to see Sam grabbing a camo shirt. "Why are you getting that?"

"Aren't you taking us to your old cabin? It's to blend in."

"Okay, A, it's just outside this city, you're not going to blend in. And B, you going to that forest? Camo's something you do when you get there. You use the plants and other foliage in the forest to blend in. People who live there can tell when something's different, like long grass by a bush that wasn't there several hours ago." Naruto replied as he walked to the grocery section of the store.

Ava who's wearing tight jeans, sneakers and a black shirt with a tiger's face on it followed him.

Later, Naruto in his Dodge drove up by his cabin and walked out with his team for a weekend off from electronics.

And then blinked as another car pulled up with May in her hiking gear and Peter got out. "Peter told me about your 'Unplugged' weekend and I thought it was a good idea."

"It's alright with me," Naruto said as Ava got out of the passenger seat and let the others out.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781, Chaos-PSD, and Arkham Knight22.**

 **Sorry for the short chapter, couldn't think of anything for this one to make it longer ad I did rush this a little to get this out due to I'm going to be busy this weekend from Friday-Sunday but should only be through the days.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	29. Chapter XXIX: Overcome and Adapt

**Disclaimer: I don't own Naruto or Ultimate Spider-Man.**

 **A/N: Sorry for this being late as well. A little writer's block on a couple of parts as well as family members have been visiting.**

 **Beta: Jebest4781 and Chaos-PSD.**

* * *

 **Chapter XXIX: Overcome and Adapt.**

 **Last Time.**

 _Naruto, in jeans and a green shirt, looked to see Sam grabbing a camo shirt. "Why are you getting that?"_

 _"Aren't you taking us to your old cabin? It's to blend in."_

 _"Okay, A, it's just outside this city, you're not going to blend in. And B, you going to that forest? Camo's something you do when you get there. You use the plants and other foliage in the forest to blend in. People who live there can tell when something's different, like long grass by a bush that wasn't there several hours ago." Naruto replied as he walked to the grocery section of the store._

 _Ava who's wearing tight jeans, sneakers and a black shirt with a tiger's face on it followed him._

 _Later, Naruto in his Dodge drove up by his cabin and walked out with his team for a weekend off from electronics._

 _And then blinked as another car pulled up with May in her hiking gear and Peter got out. "Peter told me about your 'Unplugged' weekend and I thought it was a good idea."_

 _"It's all right with me," Naruto said as Ava got out of the passenger seat and let the others out._

 **Now.**

 _Morning, Queens._

Naruto and his team minus Luke who was helping Peter on patrol drove to school as Naruto turned the radio on and heard J. Jonah.

" _There are rumblings that an early-morning rampage can be chalked up to the Rhino, the creature that could be the most dangerous thing to ever hit this city. But who's really to blame? The only menace seen at the blaze was the wall-crawling Spider-Man._ "

Naruto turned the radio off as he pulled up to the school, engine revving as he pulled behind another black car. Getting out, he saw Flash picking on another teen boy.

He's Caucasian, has black hair, glasses and a yellow shirt. He's wearing khaki shorts and red tennis shoes.

This is Alexander Sytsevich.

"OK Flash," Naruto said walking over, hands in his pockets. "Let Alex go."

"I was just asking for an assist! And this little pipsqueak started mouthing off."

"Let him go now, or do you want another round with me? I'm sure the coach would like that you got in a fight and was suspended on top of cheating."

After a moment, Flash left having Naruto help Alex up. "You OK, Alex?"

"I'm fine." He said annoyed as he stood up.

"Look, Flash is working on being better. You know what they say about a bully. It's usually more about them than you. Tell someone, that's how you stand up to a bully. That, and show them you aren't scared anymore. They usually go after the ones they can scare." Naruto said as Alex walked into the school.

 _Later That Night._

Shinobi, Spider-Man, and Power Man sped through the streets, Power Man on his new motorcycle the Power Bike that's larger to fit his frame.

(A/N: Look at this Ep for a better picture of the bike.)

Naruto and the others were given the mission of protecting an Oscorp train from being attacked by the new Rhino villain. Naruto then noticed Power Man speeding up close before hitting a switch before the throttle and sped down to a train yard quickly. A few minutes the others came up as Naruto caught the tail end of Spider-Man talking to Power Man about Flash's bullying.

While waiting on a bridge, the train came by having the heroes jump on it. Suddenly, Naruto saw a tall muscular human/rhino hybrid running to the train and derailed it. Power Man and Spider-Man pressed/used webbing against the car keeping them from flipping and hitting another train that was going the opposite way as Naruto tried to get the Rhino's attention.

"Whoa!" Only to jump out of the way as the Rhino tried to gore him with his horn.

Spider-Man got the crew out as the Rhino broke through a car and carried two vials of green liquid as he ran before being caught in webbing. "No! Rhino will do, uh, something to you!" He said in a deep voice as the heroes walked up to him. "Just wait!"

"And maybe more confused?" Spider-Man asked as Naruto brought a hand to his ear.

Only for the Rhino to beak free and gored Power Man away into a steel beam. Spider-Man webbed over and landed by Power Man who was holding his left leg. "Rhino gashed my leg!"

"How did that happen?" Naruto asked as Rhino picked up the vials. "You have unbreakable skin!"

"Tell him that!"

Naruto looked over his shoulder and jumped p in the air to dodge a tackle from the Rhino as Spider-Man pulled Power Man away. Suddenly, lights came on showing a jet with S.H.I.E.L.D.'s loo on it having Rhino flee.

 _Next Morning, Midtown High._

Naruto pulled in the parking lot after searching all night for the Rhino, only to come up empty before seeing Flash stare at his now crushed car with a message on the door.

 _YER_

 _NEXT!_

"You should tell the authorities that Flash, that's serious."

"I'll just buy another car! This is just some dweeb trying to scare me! Well, Flash Thompson doesn't scare easy!"

"Someone with super-strength, Flash. That is serious!" Naruto said as everyone went in.

Naruto noticing Alex going in an alley before glancing at Flash's car. Naruto went behind some bushes and quickly changed into his costume and saw Alex drinking from one of the stolen containers from the previous night before turning into the Rhino.

Naruto dashed over as Rhino walked to the school before wrapping a rope around his horn and pulled.

"Saw ya change. Who'd have thought the big Rhino was just a scared little kid?"

"I'm not little! I'm strong now!" Rhino said pulling on the rope.

"Look, kid, you can't beat a bully by becoming a monster yourself, then you're the bully!"

"I… Monster… You!"

"Yeah, not a sentence. Look what that serum's doing to you! It's reverting your brain!" Naruto said doing his best to hold the now revealed teen. "You'll be the big guy beating the little guy!"

"Just like you! Just like Shinobi! Rhino always wanted to be like Shinobi!" Rhino yelled pulling back.

"Except I don't cheat and drink a serum that rots the brain!"

"I smart. Intern at Oscorp. Learn what compound can do, so take it and change! So what if juice make Rhino less smarter?" Rhino said before pulling Naruto towards hi and punched the ninja away. "Long as I get revenge on Flash!"

Naruto got up and saw Flash walking away. "FLASH RUN!"

Flash turned and saw Rhino charging him before screaming and ran away into a school bus before Naruto hit Rhino with an electric bullet from his crossbow. "GO!" He yelled having the bus speed before a call came on his watch.

"Power Man to Shinobi! Tell Fury you need me!"

"Not a good time Power Man, don't want to aggravate that wound, I got this!" Naruto yelled before distraction Rhino so the bus could getaway.

 _Later, Gas Station._

"You sure Flash lives here?" Shinobi asked Coulson on his bike as he stopped at a gas station.

" _According to his last seven detention notices, that is indeed Flash Thompson's address._ "

Inside, Shinobi appeared behind Flash who was barricading the door, scaring the jock.

"Shinobi! My folks aren't home… Hardly ever. Sorry about my place."

"I don't care where you live, Flash. I care about what you do and how you treat others." Naruto said walking to the window and peered out of the blinds.

Only for the station to shake before pulling Flash out through the roof vent. They then saw Rhino throw a car at the gas pumps breaking them and having gas spill on the lot. He then charged and hit a pole, breaking it and having it fall on the top over the pumps.

"This a working gas station?" Naruto asked Flash who was standing behind him.

"Uh, yeah."

"Damn," Naruto said grabbing Flash and jumped away as the wires hit the gas.

 _BOOM!_

Naruto used his grapple part under his crossbow and swung them away from the explosion.

"Shinobi, you gotta do something! This is all my family has!"

"Stay put, don't act tough and get help!" Naruto ordered as he ran to the Rhino.

Naruto then used a _Rasengan._ (Spiraling Sphere.) to destroy a car Rhino threw before seeing Rhino charge a fleeing Flash. Naruto ran after and grabbed Flash as Power Man crashed his bike into the Rhino blowing it up

 _Boom!_

Power Man grabbed Rhino and held him in place as Naruto turned to Flash. "Stay here, we'll handle Alex."

"Alex? What's that kid have to do with this?"

"Rhino is Alex, your bullying made him drink a serum that changed him into the Rhino," Naruto explained before seeing Rhino push Power Man back.

Naruto created two clones that threw oil barrels at the two. Naruto shot his grapple and pulled Power Man back as Rhino slipped. Naruto and Power Man then punched Rhino, Naruto adding as much chakra to his arm as he could, knocking Rhino out. He then reverted to Alex as S.H.I.E.L.D. came in. They took Alex to make sure he had no side effects before Flash apologized to Alex.

 _A Few Days Later, Avengers Tower._

Shinobi without his mask walked into Iron Man 'debating' with Cap about him not being able to understand technology, while Cap argued on it not being as good as human intuition. Suddenly, a holo-screen came up stopping the two as a man walked in front of a logo

 _Hammer Advanced Weapon System._

 _The man has slicked back blonde hair, blue eyes, and has glasses as well as a white suit._

 _This is Justin Hammer, the CEO of Hammer Industries and a rival of Tony._

 _"You call them Avengers?" Justin asked before circular pictures of the Avengers came up behind him before breaking it by making the gun sign with his hands. "I call them loose cannons! Hammer Tech offers better, safer high tech protection from evil, without the unbearable ego of Tony, the phony, Stark."_

 _Justin said as various pictures of Tony in embarrassing situations trailed behind him as he showed the city of New York. "Avengers, I challenge you. Come on down and see for yourself that I can do a better job of hero-ing than you can. I'm Justin Hammer, and I approve of telling the Avengers to stuff it for a safer America."_

"Someone doesn't like you," Cap said as Iron Man walked to the screen, crumbled it like it was paper, then threw it in a recycling bin that appeared by Captain America.

"A lot of people don't like me. But none of them are as annoying as Justin Hammer. J.A.R.V.I.S., get me coordinates and call the gang."

 _Hammer Industries._

Everyone but Black Widow got in a Quin-Jet and flew to Hammer Industries. "Hammer's a wannabe. Smart-ish. He's a weapon tech guy like I am. Only he's got no skill, talent, or tact." Iron Man said as they landed in a dessert as Justin stood at a table and umbrella with a pitcher of mango tea.

"Since when do you have tact? Why are we taking his bait?" Cap asked before pulling his cowl up.

"Because on the off chance he did build something really dangerous, we don't want a guy like Hammer running around with a bomb in his pocket." Iron Man replied as the Avengers walked out.

"And he called you out on TV," Shinobi asked pulling his mask on.

"And that."

"You accepted my invitation. Mango ice tea? I made it myself." Justin offered them the drink as he held the pitcher up.

"Whatever sad, little game you're playing, Hammer, let's get it over with so I can get back to something meaningful." Iron Man said as they stepped outside the jet.

Naruto looked to see several flying cameras around them before something tackled Iron Man. Naruto pulled his sticks out as the others did the same as they looked to see a white robot and looked like Tony's armor without a face.

"Meet the Super Adaptoid. Super-Hero of the future. It's time to put your metal where your mouth is, Man." Justin said as Adaptoid punched the billionaire.

And had In Man grab the fist. "Wow! You invented a sucker punch machine. Congrats!"

"Oh, he's a lot more than that. Go on, take a whack at him!"

Iron Man shot a beam at the bot forcing it back several feet. Iron Man then tackled into it and blew up in the air before Adaptoid flipped them and kicked Iron Man to the ground. It then scanned the others and Iron Man as he flew to stand with his team. Iron Man shot his beam at it again, only for a hole to open up on its chest allowing the beam to go through its stomach.

Adaptoid was about to shoot a beam itself before Cap sliced its arm off with his shield. Falcon flew up and shot several of his talons keeping the robot from his arm before Naruto dashed over and hit him in the head several times before kicking it to Thor whit shot a bolt of lightning at it before the Hulk dropped down on it, destroying it.

After Justin yelled at them for destroying his robot, the Avengers left, missing the robot fix itself.

 _Avengers Tower._

Later, Shinobi with his mask off was walking the hall after Cap wanted the intel Tony had scanned off Adaptoid as he saw it was adapting to their attacks before Thor and Hulk destroyed it.

' _I wonder was Natasha is up to?_ ' He thought walking down the hall, passing the Avengers bedrooms for when they stayed in the tower right before it shook.

Running to the living room, Naruto put his mask on and saw the Adaptoid who looks slightly different before Justin's face came on the faceplate.

(A/N: For this and when M.O.D.O.K. is using it, I'll call them by their names instead.)

Naruto saw the bot grow Falcon's wings, Thor's hammer, Cap's shield, his tonfa sticks, and Hawkeye's bow before settling on Falcon's wings. Justin went on to explain that Adaptoid copies the powers and equipment of any super-powered being before attacking.

He blocked three beams from Iron Man with two shields that hit both Hulk and Thor sending them flying before shooting a uni-beam at Iron Man. Cap then jumped up and blocked the attack with his shield. Cap them threw a bolas around the legs blowing them up.

 _Boom!_

Only for the legs to regrow before flying off with Iron Man following. Falcon jumped and flew after as Hawkeye followed on a hoverbike.

"(Sigh.) This is gonna end badly." Naruto said before hitting a button on his watch and jumped out of the tower and dived to his motorcycle that was flying up to him.

He got on and flew after the others. After flying towards the robot, he saw the others fighting it in the air before Hulk hits it to the water by the ocean. They landed on a carrier and Thor brought lightning down on Justin's robot as Iron Man ignored Cap who had a plan for dealing with it.

Justin threw the bolt back before creating what looked like a _Rasengan_ (Spiraling Sphere) and dashed to hit the Hulk. Only for Naruto to dropkick him in the side into the water. The others minus Cap and Naruto attacked, only for Justin to mimic and attack as well, gloating/taunting them. He then grabbed Iron Man ad flew off with Cap following.

He then tricked Justin into following him after attacking him to the Tower. Naruto followed before seeing their jet fly up into space that held both Cap and Justin. Iron Man and Thor followed after and once in space, saw Justin get shot out of the jet, slightly damaged before Thor hit him, breaking the robot up as Iron Man shot his uni-beam, destroying the chest.

Later, Naruto out of costume walked down the hall and past Steve and Tony on not being too reliant on technology.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781 and Chaos-PSD.**

 **OK as I said above had some slight writer's block and family have been visiting.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	30. Chapter XXX: Kraven The Hunter

**Disclaimer: I don't own Naruto or Ultimate Spider-Man.**

 **A/N:** **I got a poll for my Hero rising story that I'll give one more week for of using the canon scenes of YJ for my Hero Rising story (Oct. 4th) so vote. AND I'll put up another for the next story you'd like to see me do when finishing my Earth's Mightiest story on the next update. I'm doing that as I'm getting into the last season of Earth's Mightiest and YJ only having the one and at this time (Sept. 27** **th** **2019) We don't know when the 4** **th** **season will premier.**

 **So when my Earth's Mightiest story is done, (I still count HR: Next Gen. As the first story so I'll still continue that) I'll end that poll as I want** **to** **give time for a good voting period to make sure Everyone votes that want to anyways.**

 **Beta: Jebest4781 and Chaos-PSD.**

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 **Chapter XXX: Kraven The Hunter.**

 **Last Time.**

 _"(Sigh.) This is gonna end badly." Naruto said before hitting a button on his watch and jumped out of the tower and dived to his bike that was to him._

 _He got on and flew after the others. After flying towards the robot, he saw the others fighting it in the air before Hulk hits it to the water by the ocean. They landed on a carrier and Thor brought lightning down on Justin's robot as Iron Man ignored Cap who had a plan for dealing with it._

 _Justin threw the bolt back before creating what looked like a Rasengan (Spiraling Sphere) and dashed to hit the Hulk. Only for Naruto to dropkick him in the side into the water. The others minus Cap and Naruto attacked, only for Justin to mimic and attack as well, gloating/taunting them. He then grabbed Iron Man ad flew off with Cap following._

 _He then tricked Justin into following him after attacking him to the Tower. Naruto followed before seeing their jet fly up into space that held both Cap and Justin. Iron Man and Thor followed after and once in space, saw Justin get shot out of the jet, slightly damaged before Thor hit him, breaking the robot up as Iron Man shot his uni-beam, destroying the chest._

 _Later, Naruto out of costume walked down the hall and past Steve and Tony on not being too reliant on technology._

 **Now.**

 _Queens Naruto's House 6:00 AM._

Naruto slowly woke up on his left side at the edge of his bed looking at his clock on the nightstand. And froze when feeling something soft press against his back as he saw a tan arm reach over his shoulder and draped across his chest. Blinking, he turned to see a sleeping Ava above the cover in a pink sleeveless shirt and matching pajama pants.

"A-Ava?" He asked having her snuggle into his side, hearing what sounded like purring.

He saw her messy hair as he tried shaking her awake. "Ava, what are you doing in my bed?"

"Warm~," She said clearly still asleep before he sat up, finally waking the heroine up. "You smell… Good~" She said taking a whiff of his shoulder.

"Ava? There something wrong with you?" Naruto asked as she quickly moved to stare eye-to-eye and gave a grin that scared him slightly.

"Nope." She said leaning in, getting Naruto to move back and fall on the floor.

Groaning, Naruto held his head before looking to see Ava crawl from the bed towards him, giving him a clear view of her bust under her shirt. "Ava?"

"I'm so hot right now~"

" **Naruto, I'm smelling a lot of pheromones coming from your mate.** " He heard Kurama in his head as he crawled back, trying his best not to look down her shirt as she crawled towards him.

" _Pheromone- She's not my mate!_ "

" **The dream last night begs to differ. And from the amount she's cranking out, she wants it too.** "

"Ava, what's up? This have anything to do with-!"

 _Knock-Knock!_

"Naruto, have you seen Ava? Her bedroom was empty!" Danny yelled causing Ava to blink before shaking her head and gasped seeing where she was before running out the window to her room.

"Probably in the restroom!" Naruto replied before looking to see the other side of his bed was scratched with claw marks. "(Sigh.) Needed a new bed anyway." He said before looking out the window, hoping Ava was all right. ' _And it's her time to lead training._ ' He thought letting each member of the Team take turns leading a training exercise.

Of course, the boy's idea was just playing video games for hand-to-eye coordination, watching a 3-D movie, or eating for 'carbo-loading.' Ava, getting more annoyed at each one and not actually training/exercising. ' _At least it's Friday._ '

 _Night, New York City._

"Come on guys, focus, work together!"

Shinobi yelled as he saw White Tiger attack the others from the shadows on the rooftops. He turned to the left for a second, thinking he heard something before seeing Tiger about to slice Spider-Man's throat.

Using a _Kawarimi_ (Body Replacement Technique.) he switched places having Tiger stop, claws centimeters from his throat. "Tiger, what's wrong?" He asked looking at her unkempt hair and wilder looking eyes on her mask.

(Growl!)

She growled before running off. "Let's get her," Naruto said rubbing his throat before running to jump off the roof and fall on his bike. Spider-Man followed as Nova flew, using a cardboard box on the back of his pants due to Ava slicing them. Power Man and Iron Fist followed on his larger bike and followed after Ava who was jumping across the light posts.

"There!"

They followed her right until she turned the corner forcing them to make a U-turn after quickly passing it. Once getting to the street, they saw Tiger, mask pulled up to her nose, eating a large plate of spaghetti and ravioli. Power Man walked up to calm the tiger-themed heroine down only for her to growl and throw her plate at him, hitting Power Man in the face.

"OK, get her, but don't hurt her," Naruto ordered having the others dash at Tiger.

Only for her to easily slip away from them and block their attacks.

"All together!" Spider-Man yelled having them jump at Tiger.

She jumped up having the Team tackle into each other before Spider-Man shot webbing at her foot. Naruto jumped up, grabbed it and hung her over the street from a wire. "Tiger! This is your leader, stand down!" She ignored him and thrashed around.

" **That's it Naruto! Show your mate who's the alpha!** "

" _She's not my mate!_ " Naruto mentally yelled just as Tiger calmed down and looked at the sauce on her bust.

"Please tell me this is spaghetti sauce." She asked cutting the web and flipped to land on her feet.

"It is White Tiger. Are you feeling alright?" Naruto asked as she looked down and pulled her mask down.

"What?! Look all I remember was I heard drums, then… Nothing. Can we just go home?"

 _Queens, Naruto's House 8:30 AM._

"Are they done?" Naruto asked Sam who was cooking pancakes.

Then turned to the stairs as he thought he heard something ripping. "Look. It takes time to get 'Sam-cakes' good." Sam replied only for Peter who was visiting to shoot a web to pull on pancake over.

"Wow, this is good."

"It's your aunt May's recipe. I just took out all the extra fiber she slips in. Hey, where's Ava? I'm sure she'd loved one."

"Ava's probably not feeling well," Naruto said, not noticing Ava walk in behind him till the others gasped.

Looking back, he saw Ava in her sleepwear, hair a mess and scratching her head. She walked to the fridge and pulled out a carton of milk before downing it in one go.

"(BURPS!) Ha-Ha! You're out of milk." She said dropping the empty carton.

' _Wow, she made that sexy._ ' Naruto thought before hearing a snort.

" **You think anything your mate does is sexy.** "

" _Not talking to you!_ "

 _New York City, Several Hours Later._

Later that afternoon, Tiger was running on the rooftops before stopping and saw a man in a mouse costume handing out free samples of cheese.

"(HISS!)" Tiger hissed at the man before diving down to him.

Only for Shinobi to grab her via grapnel and swing to the roof.

"Whatever you get paid, it's not enough!"

Dropping down, White Tiger flipped on am AC unit and had her claws extend. "Ava, what's wrong? You're not yourself."

"Hah! 'Myself'? What if I told you this is myself? That every day I work so hard to be disciplined, A-student Ava, and resist my true instincts? Well, I'm done!" She yelled flipping off and walked up to him. "You all get to be yourself, why not me?"

"Nothing wrong with it as long as you don't hurt innocent people or your teammates."

That stopped what she was going to say as she thought Naruto wouldn't allow her to be this way, and ordered her to stop before shaking her head. "We're your friends, family. We're worried about you." Naruto said placing a hand on her shoulder.

"You're not my family!" She yelled slapping his hand off as her amulet glowed. "You're not my family, and you'll never understand me. So deal." She then leaped off before the others walked around, minus Peter who had to help May with shopping.

"You have a way with crazy cat ladies."

"Says the dude with bulletproof skin that hid."

"We were sending moral support. From a distance. Nova said before Naruto turned.

"Try and get her, I gotta go see if Fury knows what's up."

 _Central Park Late Evening._

After getting nothing from Fury outside of learning that Ava was the third in line to get her amulet from her father and grandfather, Naruto decided on helping the others and found them all in Central Park after not answering their watches.

He dropped down by the pond and saw his Team minus Tiger knocked out in a boat before being tackled by said heroine. "You don't belong here!"

"Tiger, I may not know what's happening, but I'm here to help," Naruto said before standing up after she got off him.

She ran to the docks and hissed. "I hate water."

"Really? You're usually so hygienic." Naruto said dropping down beside her.

Only to dive and knock her down as a red energy net appeared trying to trap Tiger.

"At least one member of your pack has the survival instinct."

Looking back, they saw a muscular man off to the side, he's Caucasian and is wearing a hood vest with fur around the hood. And it's decorated like a lion's face, black pants and a belt with pouches and a knife handle on the right hip. He pulled the hood off showing black hair and a mustache goatee combo.

This is Kraven, a hunter.

"Who the hell are you?" Naruto asked getting up.

"Kraven," Tiger growled out before extending her claws.

"I have not come to hunt you, Shinobi. Take your comrades and go." Kraven said gesturing to his sleeping Team.

"No."

"You hunted my father like an animal and killed him!" Tiger said getting Naruto's attention. "Now I will have my revenge!"

Kraven threw blades at them forcing the two to dive out of the way and Tiger to lunge at him. Kraven dodged her angry swipes taunting her on how her family would be disgusted with how she handled her power. Naruto ran over, shooting his electric shock bullets only for Kraven to block them with a red energy shield before tossing a large boomerang at him.

Naruto dodged it as Tiger walked over and took a swipe. Kraven jumped back and pulled out a spear with energy blades before turning it intangible and attacked Tiger with swipes. He chased her to the woods, trying to get her amulet before having crossbows come out of the ground.

Naruto threw a flash bomb and grabbed Tiger before hiding under a bridge right before Kraven passed it. "Let me at him!" Tiger said only for Naruto to stop her.

"Wait, that's what he wants, not giving you time to think."

She dropped down having Naruto follow suit. "You don't understand."

"Then help me to understand."

She crouched and drew her amulet in the dirt explaining that Kraven collects artifacts from all over the world to be the greatest hunter and wants her amulet to do so. And explained that he fought and mortally wounded her father before he gave her the amulet and she's been training ever since to control the power.

But now wants to let the amulet loose and kill Kraven. "You wouldn't understand." She said before running off.

"Maybe I understand better than you think."

Later, Naruto caught up to see Kraven had the amulet on his chest and green glowing eyes and fangs.

Naruto grabbed White Tiger and disappeared in smoke before appearing in the trees, just as Kraven turned into a white tiger/human hybrid. Naruto looked to see Tiger was looking like her usual self before asking her to help with getting the amulet off.

She sighed, pulling her mask up to her head. "I'm nothing without that amulet."

"Nothing? I know you better than yourself if you're thinking that. You work harder than anyone to keep that kind of power in check every day. That makes you one of the strongest people I know. Amulet or no amulet. You're still you, smart and always has a plan. Make it good."

She smiled before standing and pulled her mask down.

In the zoo that's in the park, Naruto ran to Kraven and wrapped him up in the wire. "Now Tiger!"

Tiger dropped down and sliced at Kraven's chest and pulled the amulet off having Kraven go back to normal as more wire wrapped around his stomach. She then extended her claws as she walked up. Only for Naruto to block her. "Out of the way."

"No, that's not you."

"You'll never understand the pain I have when he took my father away from me!"

"My father was killed the night I was born!" Naruto said before explaining that when losing control of Kurama, he had met his father in his seal who explained that a man attacked when his mother gave birth and took Kurama from her, attacked the village, and his father was killed while saving him from being crushed by said fox not wanting to be sealed again.

"So believe me, I know. But you can't keep that hatred in your heart. Killing Kraven won't bring your father back. You'll just be like him." Naruto said pointing at Kraven. "When you need to be like your father. That amulet does not define who you are. Neither does Kraven. It's your choice. Kraven, or your father. Hero or Hunter."

She pulled her claws back before turning to leave. Only for Kraven to break free with an energy knife.

"Want this?"

"We've both earned it," Tiger said before both turned and knocked Kraven out.

Naruto catching the knife in his hand. "Thanks!"

Later, Tiger was looking out at the city on top of a roof before Shinobi dropped down, the energy knife handle clipped on the right side of his belt.

"I wanted to thank you. For your confidence in me, and sharing about your father." She said lifting her mask above her nose.

"No problem..." Naruto trailed off as she pulled his mask above his nose and kissed him.

Naruto's brain shut down as she hugged him, feeling his rubber-like shirt before he wrapped his arms around her waist. The kiss started heating up after several minutes before breaking off and she pulled her mask down Just as she saw a laser dot on Naruto's shoulder and moved. Looking to the right, they saw Nova with a phone in hand creating a laser sight with his finger in hopes she would follow it like a real cat.

She just hissed and attacked chasing Nova across rooftops before Naruto smiled. "I'm starting to love her."

 **To Be Continued.**

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 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781 and Chaos-PSD.**

 **OK like I said, when finishing the first season of Earth's Mightiest as a double update on the next update for the story, I'll put up a poll on the next story you want me to do. And will tell you more in the A/N of the next update for all stories.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	31. Chapter XXXI: Tasks in Twilight

****Disclaimer: I don't own Naruto or Ultimate Spider-Man.****

 ** **A/N Sory for the late updates, in addition to being Busy, internet/powers been acting up from passing storms, in fact, got a tornado warning in effect for the next 45 minutes now.****

 ** **Now, because episodes 5-7 will be canon due to not thinking of a way to add Naruto to them I've decided on using a Halloween themed episode from Assemble for Halloween today. Now I did forget this episode was before the Super-Adaptoid Ep so there's no confusion/reviews/PMs about it.****

 ** **ALSO, I've got a new poll on what to do next after my Earth's Mightiest Heroes story is done, so vote if you haven't yet, there are Max 100 choices and you can choose 20!****

 ** **Beta: Jebest4781, Chaos-PSD, and Arkham Knight22.****

* * *

 ** **Chapter XXXI: Tasks in Twilight.****

 **Last Time.**

 _Later, Tiger was looking out at the city on top of a roof before Shinobi dropped down, the knife handle clipped on the right side of his belt._

 _"I wanted to thank you. For your confidence in me, and sharing about your father." She said lifting her mask above her nose._

 _"No problem..." Naruto trailed off as she pulled his mask above his nose and kissed him._

 _Naruto's brain shut down as she hugged him, feeling his shirt felt like rubber before he wrapped his arms around her waist. The kiss started heating up after several minutes before breaking off and she pulled her mask down Just as she saw a laser dot on Naruto's shoulder and moved. Looking to the right, they saw Nova with a phone in hand creating a laser sight with his finger in hopes she would follow it like a real cat._

 _She just hissed and attacked chasing Nova across rooftops before Naruto smiled. "I'm starting to love her._

 **Now.**

 _Night, New York City._

Ninjas with red glowing eyes jump across the roof being led by a female ninja who has pale skin and red eyes.

They stopped at a building where the female put a rifle on the edge having it shoot a rope at the top before they put motorized handles on and zipped lined up.

Inside, Kage, without his mask, was walking down the halls wondering where Black Widow was after not reporting in for a week. He heard hissing before running to the main room where he saw the ninjas behind Steve who was training.

"Well, what do we have here, I know it's close to Halloween, but really?" Naruto said walking in having Hawkeye drop down from the second floor as Steve got in a stance.

They blocked several punches before Hawkeye shot an arrow hitting an alarm having Thor and Hulk break through the wall.

"You know when I designed this building… I had doors in mind." Iron Man said as Hulk looked over his shoulder. "But you're right… Doors are so overrated."

Falcon flew in and scanned them as his lens came down. "They don't have any heat signatures or pulses!"

Steve grabbed one and ripped its mask off showing a monsters vampire.

"Holy shit!" Naruto cursed. "Tony, we got any UV lights here?!"

"Yeah, but what does that-!"

"TURN THEM ON!/TURN THEM ON!" Naruto and Steve yelled having the room turn to violet having the men turn to ash as the woman screamed and hid under the balcony from the second floor.

"What the hell just happened?" Hawkeye asked looking over where the woman went.

"Vampires/Vampires." Steve and Naruto said as Naruto jumped over and ripped the mask off showing Natasha with red eyes, grey skin, dark grey lips and fangs.

"NATASHA!" Naruto yelled grabbing her shoulders.

Widow's eyes went small as her mouth opened up before they heard a man's voice come out.

"Good evening, Captain America. It has been a long time." Cap's eyes widened at that before the man continued. "I send this female with a message. I offer her life in exchange for yours."

Widow suddenly stiffened before falling forwards having Naruto catch her. Kneeling, Naruto held her head as he saw two bite marks on her neck.

"Tell me Widow has a creepy voice power I never knew about." Iron Man said as Steve looked to him.

"That was Dracula." He said getting shocked looks from the Avengers minus Naruto who brushed hair out of Widow's face.

' **Taking care of your next mate Naruto?** '

' _No, I'm with Ava remember?_ '

' **And remember what Tsunade said this morning?** '

Before Naruto could retort, Steve went on to explain Natasha was only in the early stages of becoming a vampire as Naruto looked back down.

"Let me know when Frankenstein's monster and the Wolf Man show," Hawkeye said as Naruto looked up.

"They're not bad, Jack will shed on your furniture though." He said as the others stared at him. "What?"

"You know the Wolf Man and Frankenstein's monster?"

"Yeah, Frankie's not bad, doesn't know his strength. Jack and I are on thin ice though..."

"You told him his niece was hot," Steve said remembering Naruto telling him the story.

"Hey! I didn't know Nina was his niece! She's more vampire than werewolf!"

"How do you know them?" Hawkeye asked getting the ninja's attention.

"From Blade, he and they work for S.H.I.E.L.D. for this kind of stuff. I helped them out from time to time with Dr. Strange."

Widow suddenly woke and sliced at Naruto who dodged out of the way before she sped away from Hulk who tried to clap his hands on her. She appeared on his shoulders before Thor threw Mjölnir. She jumped up as Mjölnir hit Hulk in the face and continued to fly before Widow dropped down on it and flew with it.

"Odin's beard! Mjölnir, to me!"

Widow flipped off the hammer and kicked Falcon and Iron Man as she hissed and then sped down the halls.

 _CRACK!_

Following after, they saw Widow on the floor in front of a mirrored door that was cracked.

"What happened?" Falcon asked as Steve picked up a large shard and showed them their reflections before tilting down to Widow and saw that her reflection was barely there.

"She didn't see her reflection."

They took her to the Med bay and scanned her so Tony could figure out what was wrong as he was having trouble believing Natasha was a vampire. Falcon brought up her file and found out she was following a lead on the Red Skull who's forming a new team himself and went to Transylvania. ( **1.** )

"We need to find the vampire who turned her and force them to release her," Cap said putting his cowl on.

"Hold on a sec Cap., if Skull's involved then this could just be M.O.D.O.K.'s brain-switching machine or hypnotism." Iron Man said as Naruto banged the table Widow was laying on.

"We don't have time, Tony. We need to get to Transylvania, now!"

"If there's a cure for Widow, then I can find it here." Iron Man said before his computers blew after hooking it up to the scanning device on Widow.

"On second thought, to Transylvania.

 _In The Sky, Transylvania._

The Avengers flew in a storm in a Quin-Jet as Shinobi now had a combat vest on with silver stakes on it as well as silver shurikens and two Kunais on each side, Captain America was also putting silver throwing disks in his belt.

"What are those?"

"Silver weapons, one of a vampire's weakness," Naruto explained as Hawkeye was whittling wooden arrows as stakes. "I've also got a UV flashlight."

"Hulk can't just smash them?"

"No, you can't hurt them without one of their weaknesses, they'll just heal up," Naruto explained looking to see Widow was back in her costume and strapped to a table in the back.

And heard Cap explained to the others how the Alliance was uneasy allies with Dracula in WWII when HYDRA attacked Transylvania.

"Why is he after you now?" Thor asked after Cap finished.

"He's a king, he takes what he wants. I must have something he wants.

"Only think Dracula wants is immunity to the sun. He must think you have a key for that." Naruto said resting his hands on his legs.

Later, they landed at a castle that's covered with dark clouds and walked to it, Hulk carrying Widow over his shoulders.

"Is it always night time here?" Hawkeye asked as they made it to the stairs.

"Yes, Bowman, my kingdom lives in eternal night."

They heard Dracula speak before he appeared in front of them in black smoke.

He's muscular, has long white hair in a ponytail, red glowing eyes, and pointed ears. He has gray skin and is wearing red armored with a dark blue cape held by a chain.

"Good evening Avengers. I see you received my invitation." He then appeared closer and smiled. "So Captain, my offer? Your life for the woman"

Captain America started to nod before Hawkeye shot one of his arrows having Dracula disappear, grab Widow and reappear by the stairs holding the spy upright in front of him.

Naruto pulled the two kunais up as they were surrounded by the monstrous vampires as lightning cracked. The vampires attacked the Avengers as Naruto hit any that got near him with his kunais having them turn to ash, followed by their skeletons. They fought their way to the entrance before Falcon brought a piece of a whip that was still moving.

Iron Man scanned it before bringing an arm up with a holo-keyboard. "That's it! Non-genetic Bio-drivers. This isn't magic, it's a form of biotech. They use blood to transfer data. Piggy-backing program commands through the white cells. I just have to hack these sequence codes before Widow becomes a full-fledged vampire."

He then flew up in the air as the others continued fighting before Naruto, Hawkeye, Falcon, and Captain America ran inside from a hole made by Hulk as the heavy hitters of the Avengers continued fighting outside. When inside, they went towards the North tower before Naruto noticed Falcon and Hawkeye was missing as he heard a bell rung.

Running down another hall, he sliced several vampires before coming to the second floor and saw Dracula sitting at a throne, Widow standing on his left talking to Captain America about using the Super Soldier Serum in his blood to create an immunity to the sun. Dracula flew over to attack before Naruto dropped down on his head, creating a crater before flipping off.

The others bursts in through the wall as Ion Man pointed ahead. "Hulk."

Hulk crashes into Dracula and went through another room creating a cloud of dust. A tense moment went by before Dracula walked back in, and became green and more muscular.

"Ah, shit!" Naruto cursed holding his kunai in reverse grip as Hulk walked in, and gained pointed ears, fangs, and red eyes. "I'm starting to hate this holiday."

Hulk attacked them as the team dodged and attacked back before Naruto noticed Dracula coughing up green smoke and fell to the ground, coughing badly.

"It's the Hulk's blood! It's radiated, so it must be like the sun!" Naruto yelled as Iron Man had them get Hulk angry enough to burn out the vampire virus. The team started to attack Hulk as Naruto jumped behind Widow and knocked her out before staying there and saw Hulk transform back to normal just as Dracula did as well.

Naruto walked over and pulled out a handheld metal flashlight and stopped before crouching. "Release her," Naruto said, hands resting on his knees.

"Why should I-!"

Naruto hit the button on the bottom of the handle and had UV hit Dracula in the face. "AAH!"

"Release her, now." Naruto calmly as the vampire king screamed before the ground broke up revealing vampires that pulled him down. "The Black Widow is mine, and will be… forever!"

Naruto turned the light off, put it in his vest pocket and walked to Widow before picking her up bridal style. Iron Man fixed a synthesized version of the Hulk's blood to use on Natasha to rid her of the virus as well, hoping it didn't kill her or turn her into a Hulk.

The Next Day, Dawn.

A normal Natasha woke up in the med bay of the tower before remembering Dracula biting her. "Am I a vampire?!"

" _No, miss Romanov, master Stark was able to get you an antidote before it took full effect._ "

She heard Jarvis speak before hearing snoring and looked to see a sleeping Shinobi with his vest on and without his mask. "Naruto? What's he doing here?"

" _Mr. Uzumaki refused to leave your side all night. He hardly slept and is tired of fighting the hardest to save you._ "

She smiled as she got up and walked over to the sleeping ninja and shook him awake. And had him jump up, silver stake in hand.

"What's that?"

"Stake, just in case," Naruto replied putting it back on his vest.

"I heard you saved me," Natasha replied as Naruto raised an eyebrow.

"We all did..." Naruto trailed off as she leaned to kiss his cheek and left.

Naruto swore she had a slight sway to her hips. ' _Must be imagining things._ ' He thought to turn to pick up his mask.

Missing Natasha looks over her shoulder and smirked as she caught him staring again.

 _Transylvania, Graveyard._

A man in a trench coat walked past vampires to a catacomb. His entire head looked like a red skull.

This is the Red Skull, real name Johann Schmidt, he is the leader of HYDRA, an archenemy of Captain America and the Cabal.

He stopped to look over at the weak-looking Dracula who had blood being pumped in him via tubes.

"Be honored, I show a few my moments of weakness."

"It is not your fault, but that of the Avengers," Skull replied.

"You came to point out my humiliation to those mortals?" Dracula asked as Red Skull looked to him.

"No. I came to offer you a seat on my Cabal. A powerful consortium devoted to the thing you also seek."

"And what, pray tell, do you believe I seek?" Dracula asked looking down from his spot.

"Revenge."

"... I am listening."

 _A Few Days Later; Naruto's House, Morning._

"Get your hands off my plate!"

"How many calories are in this?"

"I do not eat meat."

"Well, I do!"

Naruto sighed as his roommates ate breakfast as he talked to Fury on how after he and the Avengers saved Widow, Spider-Man went to New Jersey to see the construction of the new Tri-Carrier. And the Beetle attacked out for revenge. Fury then decided to team Spider-Man up with Hawkeye. And got stuck together with Hawkeye adhesive arrow when attacking the Beetle later in the night.

And how they were able to make it back to the site and get free with Beetle's laser cutting them apart and arrested the criminal.

"Hurry up! We gotta get to school." Naruto said walking behind Ava.

He looked down and leaned for a kiss as she looked up before taking the last of her bacon strips.

"Hey!" She yelled as he ran out with her following, miffed her boyfriend tricked her to stealing her bacon.

 _Liberty Island, Dusk._

"Come on guys! Mix it up!" Shinobi yelled out as his team was sparring against Spider-Man by the Statue of Liberty.

And they were having trouble hitting the Wall-Crawler. "Come on, team up, the dogpile never works." Naruto sighed as Spider-Man webbed the team up and threw them against each other before Nova flew down and into the others having Naruto jumped over. "Take five."

Spider-Man webbed down before answering his watch showing Curt. "What's up Doc?"

Curt spoke with garbled speech as he cut in and out. "Spider-Man (Garbled) Underwater lab (Garbled) Found something. Get here as fast as you can! (Garbled) Come alone!"

"Curt needs me. But I don't know if he said come lone, or don't come alone. Wanna come?" Spider-Man asks with each member declining due to studying, or not interested in the science talk the two would do before leaving, Naruto with his right arm around White Tiger's waist.

 _A Few Hours Later, Naruto's House._

Naruto sat on his couch as Ava straddled his waist and made out with him, arms circling his neck as he went to her ass and squeezed her cheeks. She moaned in his mouth before pulling away and smiled at him as Naruto leaned back, hands staying on her ass.

"This is nice." She said before leaning on his chest.

"The making out?"

"Having a relationship. I never thought about it due to having to keep my powers in check."

Naruto smiled as he put his chin on top of her head before seeing Spider-Man come up on the news fighting Doctor Octopus, Kraven, Electro in his new form, Rhino, Beetle, and the Lizard who had a control chip on his neck. "I'll handle this."

Naruto stood up and walked upstairs to change.

 _Liberty Island._

Shinobi appeared behind Kraven and chopped his neck before also punching him into the ground, knocking him out. He saw the Rhino charge him before jumping over the transformed teen and threw several disks at him that opened in ninja wire that wrapped around him. "Good luck getting out of that, I had the Hulk test it until he struggled to get through it."

He then saw the Beetle fly at him before he picked his crossbow and shot 3 E.M.P bullets, hitting the criminal, shortening out his suit before throwing a canister at Electro that exploded in foam, and then hardened, trapping him. Naruto then saw Octopus hold a remote in one of his mechanical hands before throwing a throwing knife, breaking it having the Lizard drop in a sewer hole and had Spider-Man follow as Naruto attacked Dr. Octopus and knocked him out.

He called Fury as Spider-Man came back explaining he lost the Lizard when jumping in a pool of water. "Don't worry. We'll find him." Naruto said as he saw S.H.I.E.L.D. ships sailing to them.

 _A Few Days Later, New York._

Shinobi and the others stood in front of Spider-Man as he was telling them he was going to be Boston's hero When Jameson offered a $10,000.000 for the unmasking of Spider-Man. And when getting there, the mayors had a sidekick for him, a boy genius who designed spider-themed equipment for Spider-Man to use.

Spider-Man continued and explained that fearing his safety he send the boy home. He then uses the gear and vehicles to take down various criminals. But then encounters a group of armored supervillains called the Boston Terroriers consisting of Plymouth Rocker, Salem's Witch and Slam Adams.

He then found out someone calling himself the Steel Spider created the team. The Steel Spider is revealed to be Ollie, who created his team after the rejection of Spider-Man. After Spider-Man apologizes and Ollie realizes he only ever wanted to be a hero and together they take down the Boston Terroriers, who found out about the reward and used each member built-in weakness that Ollie put in as security.

After beating the team, Spider-Man then appoints Ollie the new protector of Boston before coming back and finished his story by pulling out a hoverboard and jumped off the building.

"HA! That movie was right! We did get hoverboards." Naruto explained as the others gave chase, most likely to ride on the board as well.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781, Chaos-PSD, and Arkham Knight22.**

 **1\. Just for those that don't know/remember, the plot for season 1 of Assemble has Red Skull put together a team to beat the Avengers.**

 **OK like I said above, sorry for the late updates, been busy in real life and when I can write, storms go by and mess with internet/power.** ** **ALSO, I've got a new poll on what to do next after my Earth's Mightiest Heroes story is done, so vote if you haven't yet, there are Max 100 choices and you can choose 20!****

 ** **Now since I've skipped/skimmed 3 episodes, I'll use 2 Eps from Assemble to make up for it.****

 ** **HAVE A HAPPY HALLOWEEN!****

 ** **Nothing else to say.****

 ** **Talk To You Later,****

 ** **Lone Wolf Out.****


	32. Chapter XXXII: Hyperion

****Disclaimer: I don't own Naruto or Ultimate Spider-Man.****

 ** **A/N: Happy Thanksgiving! I do have a couple more chapters for other stories but those will be up later. I would have had more/this up yesterday but had a headache and had to get things ready for today.****

 ** **Beta: Jebest4781, Chaos-PSD, and Arkham Knight22.****

* * *

 ** **Chapter XXXII: Hyperion.****

 **Last Time.**

 _Shinobi and the others stood in front of Spider-Man as he was telling them he was going to be Boston's hero When Jameson offered a $10,000.000 for the unmasking of Spider-Man. And when getting there, the mayors had a sidekick for him, a boy genius who designed spider-themed equipment for Spider-Man to use._

 _Spider-Man continued and explained that fearing his safety he send the boy home. He then uses the gear and vehicles to take down various criminals. But then encounters a group of armored supervillains called the Boston Terroriers consisting of Plymouth Rocker, Salem's Witch and Slam Adams._

 _He then found out someone calling himself the Steel Spider created the team. The Steel Spider is revealed to be Ollie, who created his team after the rejection of Spider-Man. After Spider-Man apologizes and Ollie realizes he only ever wanted to be a hero and together they take down the Boston Terroriers, who found out about the reward and used each member built-in weakness that Ollie put in as security._

 _After beating the team, Spider-Man then appoints Ollie the new protector of Boston before coming back and finished his story by pulling out a hoverboard and jumped off the building._

 _"HA! That movie was right! We did get hoverboards." Naruto explained as the others gave chase, most likely to ride on the board as well._

 **Now.**

 _New York City, Night._

Naruto wearing blue jeans and a black shirt held Ava's hand who was wearing low riding jeans, her strapped heels, and a spaghetti-stringed white top. She also had a white purse that hid her hero outfit before they walked into a theater. They paid for their tickets, popcorn, and drinks before going to the back of the theater and after finishing their popcorn, they started making out.

Naruto smiled in the kiss as she wrapped her arms around his neck.

Later the two walked out before seeing a robber running from a bank on a motorcycle before going over to change in an alley. They ran out and Naruto turned to his girlfriend. "Nice flower patterns, thought you'd have a tiger." She punched his shoulder at that before they took off. "Kidding, I didn't peek."

 _A Few Days Later, Times Square._

Shinobi is evacuating the blocks as a very large asteroid is headed towards Earth as meteorites hit the buildings.

"Run!" He yelled as Hulk, Thor and Iron Man destroyed meteorites as they entered the atmosphere with Cap flying the Quin-Jet shooting them

He then looked up to see a meteorite heading to him right before Black Widow flew her car in it after jumping out and landed beside him. "I think that deserves a thank you." She said hand on her right hip.

"Everybody thinks they're a hero now," Naruto said as they stared at each other for a moment before it became darker.

Looking up, they saw a large meteor coming down as Iron Man through their coms about not stopping the largest one and looked to see that nothing Iron Man, Thor, and Hulk was doing stopped or broke the largest one.

"It's been nice working with you all."

 _BOOM!_

Suddenly, the meteor exploded having a square that has a molecular symbol on them fly down.

"We've got company." Widow said as the others came down to them before pointing ahead. "Look."

Looking ahead, they saw a tall Caucasian muscular man with his hands on his hips posing. He has short brown hair, and eyes. He's wearing a red short-sleeved suit with the same symbol on his chest, yellow cape over his right shoulder, vambraces, large championship styled belt and boots.

He winked at them before flying off having a small sonic boom go off.

"Did he just wink at me?" Hawkeye asked before Naruto snorted as he held in a laugh.

"I don't think so, maybe at Nat since she's standing beside you." Naruto then felt a twinge of jealousy at that.

 **'Better hurry and get your next mate there if that's the case Naruto.** ' Kurama said with a chuckle.

' _Shut up!_ '

 _Avengers Tower A Few Weeks Later._

The Avengers minus Black Widow sat in the meeting room as Iron Man goes over the man who stopped the meteor is being called Hyperion by the media and is stopping crime and weather disasters without any complications. Thor is impressed by him and Falcon stating that his powers include heat vision, super invulnerability, and flight.

"Pretty boy in a cape," Hulk said with a snort. ( **1.** )

"I wonder how his aim is?" Hawkeye asked looking at a picture of Hyperion who was shooting beams out of his eyes.

"He took out a meteor the size of the Grand Canyon. I'd say very accurate." Cap said before Hawkeye leaned back in his chair.

"Maybe we should extend an invite."

"No, we don't know his agenda," Naruto said, mask off before one cube of the meteor was thrown on the table.

They looked over to see Black Widow was by the door. "What makes you think he wants to be an Avenger? Has anyone thought what motivates this… Hyperion?"

"Some people hear the call to help where they can," Cap said picking the cube up.

"True, but ask yourself this: What happens when someone tells him, no?" Naruto asked looking at Hyperion stop a volcano by plugging it with a large boulder.

On the other side of the city, Wrecker was attacking an armored car before Iron Man, Captain America, and Shinobi got his attention before Hyperion attacked with a sewer cover and threw Wrecker into the truck before picking the truck up, had the guards scramble out, and slammed it down around the criminal scaring him into giving up.

The Avengers looked wide-eyed as Hyperion didn't see the guards get out and didn't care that they were in there, to begin with before Hyperion smiled and flew off.

Later in the Tower Hawkeye watched Jameson praise Hyperion before Cap turned it to a documentary channel as Shinobi walked to the restroom. And stopped for a second seeing Widow do yoga in her room back to him.

' **Your mate is really flexible Naruto, damn didn't know the human body could bend like that.** '

' _I swear you're worse than Jiraiya._ ' Naruto thought before Widow stood straight up, brought her legs shoulder length, and bent at the waist until her head was between her legs.

He was dazed for a moment looking at her toned ass and flexibility before leaving. Widow opened her eyes in time to see Naruto leaving and smiled before straightening up and stretched. Naruto walked out of the restroom as Falcon flew in and explained he tracked Hyperion by finding the energy the cubes that stopped the asteroid.

Suddenly the building shook as a shadow descended on the city. The Avengers then ran out on the helipad and saw a large ship above their building.

The group then flies up to the ship and inside where they walk out and in a big hallway where Hyperion was making a large statue of himself.

"Showoff." Iron Man scoffed before Hyperion saw them and flew down.

"I cannot tell you how pleased I am to finally meet you all. I have been admiring you all from afar Your abilities are impressive and wide-ranged." He said raising a hand having hat looked like mist come out of a door behind him forming large screens. "Stealth, technology, powers, unbridled strength. I mean, there's a reason they call you Earth's Mightiest Heroes." He finished as clips of them in action played.

"You've been studying us?" Naruto asked looking up at the screens.

"You've been studying me too, right? Makes sense. I wanted to know who I was dealing with before I made contact. Needless to say, I'm very impressed."

"Can't say the same… Not yet." Cap said looking up at the man. "Your methods are severe, your powers make people nervous." He finished as the screen disappeared.

"And by people, you mean the Avengers?"

"We just want to know who you are." Iron Man said as Hyperion sighed and floated to the door.

He then puts up a hologram of him and his team, four others with one woman.

The one on Hyperion's far-right is in a multicolored bodysuit with a purple mask, gloves, boots. His right arm is red, left arm yellow and green on his body down.

This is Doctor Spectrum.

The next person on the right is a Caucasian male who is in a black bodysuit with a cowl that has a yellow bird symbol on the chest, yellow gloves, boots and feather decorations for the eyes. He also has a red bird winged cape

This is Nighthawk.

The person on Hyperion's left is a tall Caucasian woman with a muscular physique and lower-back length straight brown hair that is kept in a braid. She's wearing a very form-fitting purple battle armor that highlights her body. She's also wearing a gladiator-like helmet that covers her face, excluding her eyes and mouth with a curved blade at the top of it.

This is Power Princess.

The final man is wearing a blue and red costume and cowl that's blue on the head, shoulders, and chest, red on the stomach and ribs and blue on the waist down.

This is Speed Demon.

Hyperion explained his home planet displayed corruption and war that devastating the world and eventually the inhabitants caused the planet to blow up, killing everyone except him who managed to escape. He then explains that all that remains of his homeworld is in the Citadel and will use them to save the Avengers' planet which sounded pretty odd to the Avengers. Before anything else could be said, Hyperion, using his super hearing, hears The Wrecker causing trouble again and leaves the Avengers in Citadel to deal with him.

On the New York bridge, The Wrecker, terrified to see Hyperion again, begs Hyperion to show mercy but Hyperion ignores he pleads and fires his heat vision at the criminal, intent on killing him, till Iron Man jumps in the way of the blast and is shot off the bridge.

"NO!"

 _BOOM!_

Hulk jumps over and saves him and he jumps them both back up to floor level.

"Well done Hulk," Hyperion said as he crossed his arms. "Iron Man, next time stay out of the way of my beams." His eyes glowed red before being hit with Cap's shield and had the others stand in front of the Wrecker.

"Stand Down Hyperion," Naruto said as he got in a stance.

"Why protect him? He adds nothing to the Earth, he's a parasite!"

"That may be true, but we are not judge, jury, or executioner. We follow the law, or be just as bad as those that break them." Naruto said before Hyperion floated up and accused them of being like the same people that destroyed his planet before shooting his beam.

Iron Man tackled him as Hulk and Thor helped support the bridge when Hyperion hit the beams and wires. The others attacked as Naruto created clones to get the civilians off the bridge as Falcon took Wrecker away. Hulk tackled Hyperion into the water where water sprayed into the air in several spots before Thor flew over and was tackled into the atmosphere by Hyperion.

 _CRACK!_

Lightning hit the duo as Naruto got the last of the civilians off the bridge before Hyperion hit Thor into space, stealing his cape and put it on.

Naruto dashed to Times Square where he saw Cap save a boy from Hyperion before going into his red chakra cloak and dashed forward hitting Hyperion in the jaw after saying he showed his planet after they did the same thing that the Avengers are doing now. Naruto dashed around hitting Hyperion in random places.

Hyperion grabbed the ninja and then threw him across the city only for Naruto to grab a flag pole, flip around it several times and then came back to kick Hyperion. Hyperion punched Naruto before throwing a car at Black Widow. She suddenly found herself where Naruto was before flipping to land as the car hit Naruto into a building.

 _Next Morning._

Naruto woke up seeing he was in the Med Bay and saw Tony and Widow in the room. "What happened?"

Tony explained they were able to capture Hyperion and found out he destroyed his own planet when he tried to kill the criminals and they turned on him and that the meteor shower was likely from Hyperion's planet. Tony then left, followed by Widow who kissed Naruto on the cheek for saving her again as Naruto laid back down on his bed.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 ** **Beta: Jebest4781, Chaos-PSD, and Arkham Knight22.****

 ** **1\. Chronologically, Hulk doesn't talk regularly until Ep 14 so for any episode I use before that, I'll have Huylk speak like he was before getting "Smarter" for lack of a better word.****

 ** **Remember to vote in the poll if you haven't.****

 ** **And have a safe, and h**** **appy Thanksgiving! I do have a couple more chapters for other stories but those will be up later. I would have had more/this up yesterday but had a headache and had to get things ready for today.**

 **Beta: Jebest4781, Chaos-PSD, and Arkham Knight22.**


	33. Chapter XXXIII: Out of the Frying Pan

**Disclaimer: I don't own Naruto or Ultimate Spider-Man.**

 **A/N: Sorry for these being late, I was sick the weekend before Christmas or these would have gone up last week. So I hope you had a safe and Merry Christmas, Happy Hanukkah, Kwanzaa or whatever holiday you celebrate and have a safe and Happy New Year.**

 **So here's a mass update of all my stories for the end of the decade!**

 **Beta:** **Jebest4781, Chaos-PSD, and Arkham Knight22.**

* * *

 ** **Chapter XXXIII: Out of the Frying Pan.****

 **Last Time.**

 _Naruto dashed to Times Square where he saw Cap_ _save_ _a boy from Hyperion before going into his red chakra cloak and dashed forward hitting Hyperion in the jaw after saying he showed his planet after they did the same thing that the Avengers are doing now. Naruto dashed around hitting Hyperion in random places._

 _Hyperion grabbed the ninja and then threw him across the city only for Naruto to grab a flag pole, flip around it several times and then came back to kick Hyperion. Hyperion punched Naruto before throwing a car at Black Widow. She suddenly found herself where Naruto was before flipping to land as the car hit Naruto into a building._

 _Next Morning._

 _Naruto woke up seeing he was in the Med Bay and saw Tony and Widow in the room. "What happened?"_

 _Tony explained they were able to capture Hyperion and found out he destroyed his own planet when he tried to kill the criminals and they turned on him and that the meteor shower was likely from Hyperion's planet. Tony then left, followed by Widow who kissed Naruto on the cheek for saving her again as Naruto laid back down on his bed._

 **Now.**

 _New York City, Morning._

The Avengers minus Widow flew in the Quin-Jet after a large reptilian monster rampaging in the streets. An angrier Hulk kicked the doors off, jumped on the monsters, and started punching it forcing it onto its back before seeing it was afraid. The jet flew down, only for Hulk to jump on it having them crash on a building.

"What's the big idea Hulk?! You mistake us for a fridge?" Hawkeye asked as they walked out of the jet.

"Monster… Scared." Hulk said as the team looked to him.

Suddenly, they heard running water before looking to the ocean and saw a tidal wave that almost dwarfed the skyscrapers heading to the city.

Iron Man and Thor who was flying outside flew up and Iron Man scanned the wave seeing people in it.

They're all men with either blue, or green skin and white eyes with fish features and pule and green bodysuits with spears, and swords.

"Atlanteans!"

(A/N: Look at this show for a better picture of them.)

Naruto then saw one with a helmet crown, gold armor, and a cape. "I'm guessing he's the leader," Naruto said as he pulled binoculars out and looked at the attackers.

Water then crashed through the streets as the Atlanteans skated to the subway entrances. Iron Man fought against the leader who called himself Attuma as Hawkeye, Cap, Falcon, and Naruto went under the subway to get the Atlanteans on hoverbikes or flew in Falcon's case.

Attuma hit Iron Man with a sword having electricity spark before running off as Iron Man called his underwater suit that's yellow and slightly red. Up ahead, Naruto, Cap, and Hawkeye stopped at another entrance and saw what looked like a large starfish on each support before scanning them and had Iron Man explain there are hundreds of them under New York before they got out.

Once water flooded the tunnels, the devices opened and started sucking the pressure and had cracks form on the tunnels. Up ahead Naruto cursed seeing water head towards them before looking to the others. "Grab on, now!"

Grabbing either Naruto or the bike, Naruto Hiraishin them out of the tunnels and onto the streets just as Manhattan started to sift into the ocean. The Avengers met up topside as Iron Man explained Attuma separated the top layers of the bedrock before being surrounded by Attuma and his men.

Falcon, Iron Man flew up and called Thor to help with the tidal wave and was able to keep it back and gave the two tech heroes time to make their blasters able to help him as well by creating an energy shield.

The ground team fought against the Atlanteans and thought up a plan.

 _CLAP!_

Hulk clapped sending a large group into the shield as Thor came down and was punched by Attuma. Thor skids across the water as Mjölnir was knocked out of his hands before flipping himself upright and stared at Attuma. "You have yet to taste Mjölnir!" He threatened as he reached back and called his hammer.

Only for several Atlanteans to tackle him back. Attuma looked to his right and saw Hulk before smirking. "You want me, brute? Here I am."

Hulk dashed and punched Attuma, only for the Atlantean to grab his fists and created a shock wave cracking the windows of the buildings and even the shield. Hulk then brought his fists down in an ax punch, only for Attuma to block it. "You disappoint me, Hulk! You are supposed to be the strongest Avenger!"

Attuma then punched Hulk back a foot before Hulk brought his fist down on Attuma's head. They traded several blows before Attuma punched Hulk on the street and ran over. And had Hulk punch him in the face as he stood up creating another shock wave. Thor flew over to help only for Hulk to backhand him away.

Iron Man tried to get through to the Hulk and to save the barrier, only for the Hulk to ignore him before Attuma punched him away and through the barrier.

"Good, I was afraid of hurting him."

Red chakra covered arms wrapped around Attuma who screamed as burns started to cover him before Naruto jumped high in the air and then flipped to pile drive the Atlantean in the ground. The others fought the other Atlanteans as the water recedes before Naruto grabbed Attuma's leg and started spinning before throwing him into a building. He then appeared beside the king and kicked him out before jumping in the air, on the side of a building ad dived down creating a crater as Naruto dropped down on Attuma's back.

Iron Man flew underwater to see what was reversing the water and looked to see the Hulk keeping the island afloat. The others joined in with Naruto as Cap throwing his shield, Thor throwing Mjölnir, Falcon shooting his feathers, and Hawkeye shooting his arrows.

"Thor, Iron Man! Go see if Hulk could use some help or oxygen!" Naruto yelled before Attuma got his wind and jumped up in the air before diving down.

Naruto jumped up and tackled him to keep him off the ground and trying to getaway. Naruto was then tackled by soldiers and when he got them off, saw Attuma was gone before seeing him flying high in the air and fall by him, armor dented. The others then ran up and aimed their weapons at him just as Hulk dropped down.

Naruto saw he was more muscular, glowing and had red eyes with glowing yellow sclera. "Hulk, it's us," Naruto said walking up slowly with his hand out in front.

Hulk then calmed down as he went back to normal but had steam coming off him. Later, Naruto headed to his home as Iron Man was fixing the bedrock for the island.

 _A Few Days Later Latveria._

 _Crack!_

Lightning cracked as the Avengers flew the Quin-Jet over the country to check on the Asgardian energy that they've been getting even though Dr. Doom hasn't been seen since he called the serpent. They were suddenly hit as Widow tried to keep them steady.

"Hold on!"

Thor flew out to help keep the Jet in the air before seeing missiles shot at them by HYDRA and a group in yellow suits.

"HYDRA and A.I.M.?"

Once landing, they were shot at with a large yellow beam as a black Asgardian armor waled out of Doom's castle, covered with spikes, with the Norn Stone in its chest.

"Odin's beard, no! The Destroyer!" Thor exclaimed recognizing the armor.

The armor then hit Hulk with a bean shout out of its helmet as Thor exclaimed that the Destroyer is very dangerous before they saw Doom's mask on it. "You have trespassed on Latverian soil."

"Seriously?!" Naruto exclaimed. "Do you have an Asgardian fetish or something?" He asked as Doom's mask disappeared with yellow light as the beam was shot at each group.

"Heimdall, open the Bifrost!"

Thor then disappeared in a pillar of light. "Did our resident expert on Asgardians just up and leave?!" Hawkeye asked as Doom ignored them and went after the villain groups.

"He must have gone to get help!" Cap said before looking to the others before they attacked.

And had their attacks not do anything to the armor before being chased inside. Hulk pulled the drawbridge up as soon as the others got past it before it shook from Doom striking it. They then ran into the armory where Iron Man went to a holo-map in the middle.

"What now? We're sitting ducks here." Naruto said as he heard the banging on the drawbridge.

Iron Man activated every defense that Doom had on his home before Thor appeared and threw Naruto his Asgardian Ax. "My friends, I'm sorry I vanished on you. After seeing the Destroyer, I hastened to Asgard to bring back help."

"Lady Sif? The Warriors Three?" Iron Man asked walking up before Thor stood to the side revealing Loki.

"I believe you all know my brother Loki?"

"Greetings Avengers. Good to see you again."

"Oh, hell no!" Naruto yelled fixing his ax on his back.

"Loki is our only hope," Thor said as Doom broke in and had Leviathan hit him in the face before being called back to Naruto.

"Stay behind me!" Loki said holding his staff as Doom shot at them.

"All of you… BURN!"

Loki created a shield around them as the others stared. Loki then directed the beam to the ceiling and had a spiked pillar fall on the armor. "Didn't see that coming." Iron Man said as Loki looked at them over his shoulder.

"So… will you all be bowing to me now, or later? I'll also accept a simple thank you."

Hulk tried to attack Loki only for him to disappear and have Hulk hit the pillar. Loki then explained that the way to get in the armor was lost before Doom somehow figured it out then all of the Nine Realms is in danger. And that Doom was just psychically linked and would soon be lost to the armor as the room shook.

"Friends, this is my fault. If I had faced my destiny with the Serpent, Doom would not have gotten the armor." Thor said getting their attention. "I do not ask you to trust my brother… I only ask you to trust me."

The pillar started breaking having Loki pull a gold key out of his staff and created a green portal. "OK, two teams. Thor, this is your party. Take Captain America, Falcon, and Shinobi. Hulk, Hawkeye, Black Widow we're defense. We'll hold off that 'Doomstroyer' for as long as we can." Iron Man said as Thor and the others walked in the portal.

 _Helheim._

The others then walked into a cave with lava pouring down the walls and on what looked like giant roots.

"Helheim? Doom is here?" Thor asked looking around.

"So it would seem," Loki replied as he looked around as well.

"Thor, what's the matter?" Cap asked as Thor just looked around.

"We are deep below Asgard… The domain of the trolls. Tread carefully."

"Odinson himself?! Sound the alarm!"

Naruto pulled Leviathan out and looked to see trolls all wearing armor and holding weapons. "Destroy them all!"

Looking around, each member saw that the walkways in their sights were crowded with trolls who ran towards them. "Not as easy as you thought, huh Loki?" Falcon asked before seeing that Loki was gone.

"(Sigh) Damn!" Naruto cursed before throwing his ax at the group in front of him.

They all attacked as Naruto punched one troll and called as ax before hitting the troll on the chest. Naruto them brings his ax on the ground creating a sock wave and a small circle of ice formed. "Any idea where Loki is?"

"He went AWOL as soon as the hostels attacked!" Cap said bashing one troll away.

"Who needs him? We're Avengers!" Falcon said flying before shooting his feathers. "It could be a tap. We could be nowhere near Loki." He finished landed by his teammates as Naruto knocked one troll off the root system.

"That would explain Loki's hasty retreat," Thor said looking around.

"Retreat?"

They looked to see Loki standing on a downed troll near a door, staff glowing. "I'm hurt. Had I not gone after this troll messenger, we'd all be up to our necks in axes."

He then turned to leave as the others followed, Naruto putting his ax back on his back. They burst through to see another room with Doom sitting on a throne. "Victor Von Doom, cease your assault upon Earth, or face my wrath! So say the Sons of Asgard!"

"He can't hear you," Loki said as they saw a purple crystal-like crown on Doom's head. "He sits on the armor's original power source."

"And the crown?" Cap asked as Loki turned to him.

"That I can't say."

"If we break Doom's connection on the throne," Thor asked not taking his eyes off of Doom.

"And the Destroyer once again becomes a husk and you return to another pathetic Earth's hero welcome," Loki replied to his brother.

Falcon tried to fly over, only to pull back as the serpent that tried to eat Thor swam in the lava and coiled around the pillar the throne was on.

"Doom is being protected by the Midgard Serpent?!" Thor asked in shock.

"Maybe that's what the crown is for." Naruto guessed as he pointed to said crown on Doom's head and saw similar crystals on the serpent's throat.

Thor flew to the serpent and clashed with its tail.

"NO!" Doom suddenly spoke out opening his eyes as Thor continued battling the serpent.

"Team Defense did their job, now it's our turn," Cap said before turning to Falcon. "Falcon could use an airlift."

Falcon picked up the war hero and had Doom wave his hand to make the serpent attack them as Loki flew to help them out. Angling, his ax, Naruto threw it at the serpent's head before calling it back and repeated the action. Naruto then saw Captain America tackle Doom off the throne and knocked the crown off into the lava. "No, no!"

Loki captured Doom and created another portal for them to get into as trolls started running in, leaving Thor and himself behind.

 _Earth._

Once getting back, Doom walked to his home using his Diplomatic Immunity to get out of being taken as everything happened on his land before a smaller Destroyer started powering up. Hulk then grabbed it and threw it towards the moon as Iron Man used his uni-beam to make sure it went into space.

"Hopefully we won't have to deal with that thing again," Naruto said sitting on a rock.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781, Chaos-PSD, and Arkham Knight22.**

 **Sorry for these being late, I was sick the weekend before Christmas or these would have gone up last week. So I hope you had a safe and Merry Christmas, Happy Hanukkah, Kwanzaa or whatever holiday you celebrate and have a safe and Happy New Year.**

 **So here's a mass update of all my stories for the end of the decade!**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	34. Chapter XXXIV: Ready, AIM?

****Disclaimer: I don't own Naruto or Ultimate Spider-Man.****

 ** **Beta: Jebest4781, Chaos-PSD, and Arkham Knight22.****

* * *

 ** **Chapter XXXIV: Ready, A.I.M.?****

 **Last Time.**

 _Falcon picked up the war hero and had Doom wave his hand to make the serpent attack them as Loki flew to help them out. Angling, his ax, Naruto threw it at the serpent's head before calling it back and repeated the action. Naruto then saw Captain America tackle Doom off the throne and knocked the crown off into the lava. "No, no!"_

 _Loki captured Doom and created another portal for them to get into as trolls started running in, leaving Thor and himself behind._

 _Earth._

 _Once getting back, Doom walked to his home using his Diplomatic Immunity to get out of being taken as everything happened on his land before a smaller Destroyer started powering up. Hulk then grabbed it and threw it towards the moon as Iron Man used his uni-beam to make sure it went into space._

 _"Hopefully we won't have to deal with that thing again," Naruto said sitting on a rock._

 **Now.**

 _New York City, Morning._

Shinobi and his team minus Spider-Man dropped in the streets by a pile of rubble before Power Man cleared the top portion of it and showed Spider-Man was underneath. After getting him out, he explained he had just fought the Goblin who attacked him to keep him from messing with family matters.

"It's Goblin, he's crazy… You can't trust anything he says." Nova said to the arachnid themed hero.

"Do you have a plan?" Power Man asked turning to their leader before Spider-Man interrupted.

"I'm gonna wing it."

"Yeah because that always works," Naruto said with a sigh as Spider-Man was still on the wanting to go solo when it concerns Harry, M.J. or May.

"Kidding, I do have a plan. Shadow, Harry and me."

"You sure? You and Harry haven't been on the best of terms lately… Not to mention he hates Spider-Man and Shinobi." Tiger said to Spider-Man as the others looked around.

"You kidding?! We're the bestest of pals!"

A few hours later, the team followed Harry's limo before seeing the Goblin drop down on the roof and tore it open. Peter and Harry ran out as Goblin jumped on his glider and the team dropped down.

"Get away from Pet-From that random kid we don't know!" Power Man yelled throwing a newspaper machine at them.

"Yeah! That random, and defensive… Wimpy kid!" Nova yelled as he flew.

"Smooth!" Naruto yelled as he ran along the sides of the buildings before Goblin threw devices that trapped his team in green electrified bubbles. "Damn!"

After getting his team out, they ran down the alleyway and found only Harry.

 _Later Harry's Penthouse._

The Team, Shinobi, and Fury stood in Harry's living room asking him if he knew why Goblin wanted Peter.

"Don't worry, S.H.I.E.L.D. will take care of everything." Fury said before Harry walked to the window.

"What's… What's that?"

"What's up?" Naruto asked walking over before seeing someone about to break through the window. "Holy shit!" He cursed as the male figure broke threw and landed on all four before shrieking.

"It's a symbiote!"

The symbiote took the form of a man and has big white eyes and a long tongue. His body is mostly red, with black lines around its body.

"Is it Venom?!"

"No! Not unless it changed color, this one's red!" Naruto yelled as the symbiote attacked while dust picked up from fallen support beams.

"That is a symbiote… Oh no, PETE!" Harry yelled as Peter screeched.

He had black tendrils attack them by throwing the furniture before Naruto in his red chakra cloak wrapped his arms around Pete's in a sleeper hold. "AAH!"

And screamed as spikes popped out as Peter struggled to get away from the burning chakra before Harry walked over and talked to the symbiote about him being the better fit before it came off Peter and onto him, forming Venom.

Naruto's wounds healed as Venom jumped out of the window and started to swing away. "I've got a plan, give me five minutes," Peter said before taking his suit and ran off.

After giving Peter, time, they met up a few blocks over where Spider-Man explains he was able to get Venom to help get Goblin before going to the top of an abandoned building ad Spider-Man went to Venom who threw him into the broken circular window.

After waiting for a few minutes, The Team ran in with Naruto using a _Henge_ (Transformation Technique) to look like Spider-Man while the real Spider-Man took off his costume to talk sense into Harry while Naruto attacked Goblin. Naruto created a clone for him before he jumped and punched the Goblin before Venom tackled his father into a wall and threw him to the floor.

Venom then screamed as Harry forced it into a small blob on his hand. Harry got up and placed Venom in a vial and closed it before turning to the Team. The Goblin stood up before Naruto and his clone both punch Goblin into his equipment before he threw several bombs, jumped over to Harry, and jumped up to the window.

"Your father would be… Proud of you son." Goblin said before dropping Harry to the others and jumped out laughing.

The Team then followed leaving Harry and Peter behind.

Later, they returned after losing Goblin before it started raining as Fury and S.H.I.E.L.D. agents came up to them for their report. After giving it, Naruto saw Peter and Harry getting in his limo and left. All of them missing Goblin crouched above on a building watching them.

 _A Week Later, Malibu._ ( **1.** )

"Really Tony?" Shinobi asked taking off his mask looking at the rather large condo.

Naruto walked after thinking about Tony asking him on checking about Red Skull might in the State. "'One of my smaller estates.' You could house an army of those Frost Giants here!" Walking up to the door, Naruto put in the password for the security. "'HYDRA SUCKS' real mature Tony."

Walking in, the lights turned on before hearing a male voice. " _Whoa, Naruto Uzumaki! Bro. Tony said you'd stop by._ " Naruto blinked at the laid back surfer voice.

"J.A.R.V.I.S.?"

" _DUDE! No way! I'm 'West Coast' J.A.R.V.I.S., Tony's California-based butler system. Trust me, I'm way more on fleek than that uptight New York version. That dude knows like ZERO about a good time._ "

"Never use the word fleek again," Naruto said before walking in to rest for the rest of the day.

Later, Naruto, wearing jeans and an open button jean shirt was on the second-floor porch watching the sunset before looking down to see a woman walking up. "What do we have here?"

The woman is Caucasian with black hair going to mid-back wearing a green bodysuit with a brown belt, gloves, and dark green boots.

The woman walked inside as Naruto got into his costume and followed her to the basement where a large vault was before dropping in front of her.

"Sorry, but this is so not happening for you."

"What? Shinobi? You have no idea why I'm here."

"Well… Giant vault behind me. I can take several guesses."

"And they'd be wrong. This is a document vault. My grandmother was an actress during Hollywood's golden age. And I need to know the truth about what happened to her."

"Nice lie. I'm supposed to believe sneaking into this usually empty place was easier than calling Tony Stark?"

"I've tried getting a hold of him for years! But got nothing so I'm taking matters into my own hands."

"(Sigh) Given my profession, I can't judge someone breaking into a house to seek proof of innocence… What do you think happened to your grandmother?" Naruto asked the woman who stared.

"She was last seen with Stark I suspect he murdered her."

"What? No way Tony would do that-!"

"No. not Tony Stark… I'm talking about his father. Howard Stark killed my grandmother."

Several hours later, Tony in a suit came to the condo as Naruto and the woman, Sheila stood outside. Tony denied his father was a murderer as Sheila explained that when Howard had started a movie studio, he hired her grandmother and the last thing she did was call Sheila's mother saying she was in danger from one of the most powerful people in the world before disappearing.

And the last person to see her alive, last saw her going into the studio with Howard before disappearing. She then started bickering with Tony before Naruto interrupted. "OK, whether that happened or not, there's still a mysterious missing person at least. Any ideas on solving that?"

"Start at the dream factory itself," Tony replied as they got to the garage and all got in a red convertible.

They drove to the abandoned movie studio before going inside. They walked through the old sets, wardrobe, and cameras before going upstairs to the office.

"What are 'Dailies'?" Sheila asked looking at rolls of film.

"Raw footage from a day of production of a movie, why?" Naruto replied looking over his shoulder.

"Because I found dailies for something called 'The Robot Rises'."

"That's a B-movie title if I ever heard one," Naruto said walking over.

"And based on the date, this was when my grandmother was in the studio."

Finding a projector, Sheila placed the film in and started playing it having a woman come up on the screen. "That's her. That's my grandmother, Helen. This proves she was here, Stark."

The film showed Helen talking to a man before pulling out a strange looking gun that sparked with electricity. "What? Special effects on the raw footage? That doesn't make sense." Tony said before Sheila looked over her shoulder.

"We're not alone."

Men wearing suits ran in and started attacking the trio before a man in a silver armored suit came in.

"Silvermane? What are you doing here on the West Coast? New York, is more your speed?" Tony asked the man who looked at him with red eyes and only his face visible showing he's Caucasian.

"I was going to ask the same or you Stark. Fellows, get them!"

The trio fought the men before Tony's armor flew in and he started blasting men away before Silvermane shocked him with an E.M.P. blast. Naruto ran to him as Silvermane and his men ran away. "What are they doing here?" Naruto asked as Iron Man who looked to Sheila.

"We don't know your grandmother was murdered but I'm hypothesizing that it isn't a coincidence that criminals break in just as we're investigating."

"So we need to know more about Silvermane and his gang. How do we tackle them?" She asked as Naruto turned to her and held a business card.

"The old fashioned way. I found this card that was dropped in the fight. A 40's themed nightclub."

Later, Tony called the others to help them scope the club out as Steve was in a blue suit and Natasha was in a black dress with slits on each side. They flew to the club where inside, Silvermane was instructing the guards to be on the lookout for them while he stood beside a man.

He's Caucasian, with a muscular physique wearing a blue mask with a skull on it, a blue vest with bones on it in an 'X' pattern, blue pants with a belt that has grenades on it.

This is Crossbones real name Brock Rumlow. He is a supervillain and enemy of the Avengers, most notably Captain America's.

Steve and Natasha walked inside as Tony scanned the place before following two waiters who are going to the back of the club. They followed the men as they talked about Silvermane getting a device out of the vault.

The men turned and saw them before walking over. "Excuse me, what are you two doing back here?"

"We love the club, just thought we'd explore it a little," Steve said as one of the men opened a door and directed them inside. "Come inside. We'd like to ask you a couple of questions."

Going inside, they saw it was a billiards room before Steve went to the bar by the table and picked a plate up. "It's not a shield."

Natasha then looked to the pool table. "Haven't played pool since Beijing..."

Steve turned and threw the plate hitting one man as Natasha took a pool stick and hit the other man, knocking him out. Steve then brought a hand to his ear. "Shinobi overheard Silvermane's in the back in the Vault Room."

" _Got it,_ " Naruto replied as he was crawling through a vent, crossbow in hand. "See him now, stolen goods from the studio," Naruto said before Silvermane pulled out a staff with a green gem on top.

"The Staff Of The Rising Moon!"

"Oh, another staff? That can't be good." Naruto said remembering Loki's invasion as the staff started to spark with electricity. "Tony, that hunch you had about that prop in the footage was right. That was no special effect! I think we're in trouble! He's putting it in his vault… Damn, they locked it before leaving."

Naruto created a clone that walked to the security room before he loaded his E.M.P. bullets and shot a camera. Naruto dropped down after getting memories of knocking the guards in the security room out and barricading the door before going to the vault. "Damn there's more stuff from the studio in here too! I took out Security Hawkeye just focus on the guards outside."

Naruto then started to break into the vault as he heard fighting on his earpiece as Tony walked in to cause a distraction by buying the food and drinks. Naruto got in and took the staff as well as a box of files before running out. "I got the staff and evidence!"

In another room, Silvermane tried to get Crossbones to attack, only for Crossbones to do nothing before pulling his mask off revealing Thor before robots came out and surround Thor and Tony before a man wearing a hat and sunglasses transformed into the Hulk and Falcon flew in. Steve and Natasha joined as Naruto bursts through the door.

They destroyed the robots as the last of the guests ran out before tying up Silvermane and called the police. The police arrested Silvermane as the Avengers got in the Quin-Jet and flew back to Tony's estate.

"Sheila, we got the evidence on what happened to your grandmother," Naruto said dropping the box in front of Sheila.

"Nothing happened to her."

"What?"

"Why are knights in shining armor easy to fool? When you caught me I had to make up a cover story." Sheila said before pulling the staff and shocked the Avengers. "I was looking for this staff the entire time!" She then put a hand to her ear. "Monica Rappaccini to A.I.M. Field Commander. I obtained the staff. The Avengers are down. Repeat: The Avengers are down."

The Avengers got up as she explained she was a Commander in A.I.M. and planned this after finding out the staff was last seen being used as a prop in a movie of Howard Stark. "My real name is Monica Rappaccini. We've always planned on getting rid of the Avengers... Guess I can move that date up!" She then shocked them again as a helicopter flew down and dropped a rope ladder.

"You are anachronisms. So-called 'Heroes' that stand in the way of true progress… As A.I.M. re-shapes the global landscape into a new world order, free of traditional power structures your kind will only have a place in the history books. Good-bye forever." Monica said getting on the ladder before going into the helicopter just as it fired missiles at them.

 _Later, Los Angeles._

The Avengers ran or flew around the city as an earthquake broke the ground up and buildings started to crumble. Shinobi dashed e over the buildings as he saw Monica and A.I.M agents on a roof with a large device on it with the staff inside.

"Monica, or whatever your name is. You gotta stop this!" Naruto yelled dropping down.

"Or what? You'll stop me?"

"That's the plan," Naruto replied as clones dropped down and subdued them before turning the machine off having the earthquake quit.

 _Later, Malibu Beach._

The Avengers relaxed on the beach as Naruto was walking down, he stopped as he heard Natasha.

"Could you put suntan lotion on my back?"

Blinking, he saw Natasha sitting on a towel in a black bikini with her hourglass logo on the crotch and on each breast before sighing and grabbed a bottle. "Sure."

She turned, undid the knot on her top and laid down as Naruto started rubbing the oil on her bare back. ' _I swear she does this stuff on purpose._ '

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781, Chaos-PSD, and Arkhan Knight22.**

 **1\. A plot from a tie-in comic.**

 **OK Not sure what'll be ready to update next, I do have a chapter for both One Piece stories, and one for RWBY they're in the process of being beta'd and I'm going to be working on my Earth's Mightiest Chapter too.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


	35. Chapter XXXV: House Party

****Disclaimer: I don't own Naruto or Ultimate Spider-Man.****

 ** **A/N: Sorry this is late, huge writer's block for this Ch as this is mostly O.C.****

 ** **Beta: Jebest4781 and Chaos-PSD.****

* * *

 ** **Chapter XXXV: House Party.****

 **Last Time.**

 _"Monica, or whatever your name is. You gotta stop this!" Naruto yelled, dropping down._

 _"Or what? You'll stop me?"_

 _"That's the plan," Naruto replied as clones dropped down and subdued them before turning the machine off having the earthquake stop._

 _Later, Malibu Beach._

 _The Avengers relaxed on the beach as Naruto was walking down, he stopped as he heard Natasha._

 _"Could you put suntan lotion on my back?"_

 _Blinking, he saw Natasha sitting on a towel in a black bikini with her hourglass logo on the crotch and on each breast before sighing and grabbed a bottle. "Sure."_

 _She turned, undid the knot on her top and laid down as Naruto started rubbing the oil on her bareback. 'I swear she does this stuff on purpose.'_

 **Now.**

 _New York City, Night._

Shinobi flipped out of the way of a swipe from a man in an armored exoskeleton bear suit before kicking him in his face. "OK Grizzly, where's that picnic basket!"

"Hey!"

Naruto flipped over chunks of conceit before landing in a crouch.

"Need help?"

Looking back, he saw his team sans Spider-man behind him. "Pfft! No, it's just Grizzly." Naruto said turning before Grizzly grabbed his leg and spun around to throw Naruto into a water tower.

Dropping down, Naruto saw the others attack Grizzly before running over, jumped at Grizzly, and hit him with a punch that knocked Grizzly off the roof and into a dumpster as the police stopped.

"OK, Team, you wanna help?" Naruto asked as a helicopter flew to them and hovered above. "Team?"

After getting no reply, the ninja looked back to see his team was gone. "(Sigh) Of course."

 _Queens, Naruto's House._

Shinobi pulled his mask off as he walked in the door as the window blinds closed when doing so and looked around. "Thanks for the help guys!" He said walking to the door beside the staircase revealing White Tiger.

"You're back? Already?! That was fast!"

"Yeah, why?" Naruto asked before noticing she had a stack of books.

"Here, put away your books!" She said dropping them into Naruto's hands before lifting her mask up and gave him a quick kiss before turning to leave.

 _Smack!_

And jumped slightly as Naruto smacked her on the ass.

"Oh, you're back!"

Looking over his shoulder, Naruto saw Nova waking down the stairs from the second floor. "Uh… Your rooms are a mess! Go and clean it up right away!" Nova said, pushing Naruto to the stairs.

"Since when the hell do you order me around?" Naruto asked as Nova then walked into the kitchen before turning to follow.

And had a trash bag thrown at him by Iron Fist. "trash duty. Thank you, friend." Iron Fist said before turning back to the kitchen.

"I'm not on trash duty this week!" Naruto yelled before Power Man then blocked his way into the kitchen. "Seriously, what the hell is up with you guys?"

"Nothing, I don't know what you're talking about."

"Uh-huh, sure," Naruto replied before seeing Nova answer his cell phone.

"Hey, M.J., no I can't talk right now because of that _thing_ that we talked about."

"Why is she calling you on a Friday night?" Naruto asked before the doorbell rang.

Dropping the stuff in his hands, Naruto walked over and looked through the peephole and saw Flash as well as Mary Jane on his porch. "OK, what the hell is this?"

"Uh, surprise!" Power Man said as Naruto pinched the bridge of his nose.

"Did you think this through? You're not even out of costume before the kids arrived. If I didn't set up for the blinds to close automatically near sundown, they could have seen you in costume."

"It's not that bad!" Nova exclaimed, crossing his arms. "We could have said we were thinking of a costume party."

"And when they asked why you didn't tell them that?" Naruto asked with a raised eyebrow before they heard knocking on the door. "Just a sec! We're still reorganizing!" Naruto yelled at the door before turning to his Team. "Go change, I'll push the furniture back. We'll finish this later. Drop any of your costumes that'll fit in the laundry chute"

Walking and flying upstairs, Naruto created clones that pushed the furniture back as well as the tables to the walls as he took off his shirt and went to a laundry chute beside the kitchen door and dropped it in before seeing most of his team's costume drop down the chute. un-clipping his belt, Naruto took it off as well as his pouch, knife, and crossbow before dropping them in it as well.

Walking past the stairs, Naruto caught a black T-shirt and put it on before opening the door and had teens pile in. "OK, only two rules, first: Bedrooms and the laundry room in the basement are off limits! Second: No drinking, or doing any other drugs!" Naruto said as loud music started blasting from his surround sound speakers as M.J. walked in his kitchen with several grocery bags.

"What's that for?"

"Food for the party."

"I got food!" Naruto said as Mary Jane started cutting vegetables up.

"Did you know about the party to get it ready?"

"No, my roommates didn't tell me until you all knocked on the door," Naruto replied with a sigh before pulling out his cell phone. "I'll get some pizza."

While he was ordering pizza, his team came down in their civilian clothes before kissing Ava when she walked up to him.

"Aw, you two are so cute together," M.J. said as Naruto hung up and looked at her.

"Don't get all girly on me now!"

"I am a girl!"

"Well yeah, but you and Ava aren't like most girls."

Naruto, who was opening his mouth, quickly shut it as Sam spoke up. ' _Wow, even I'm not that stupid._ ' He thought as both his girlfriend and Mary Jane turned their ire to the cosmic hero.

He then put his cell back in his pocket and pulled out his black wallet as he went to the door and waited while looking at the dancing teens. "Pizza's on the way while we also cook some stuff!"

Fifteen minutes later, Naruto paid for the ten pizzas with several bottles of soda before dropping several boxes on the table in the living room and walked to put the rest in the kitchen. Walking back out, he saw a flower vase was about to drop before diving to catch it having water get on his shirt. Standing up, Naruto then took the vase and put it in the closet as several girls swooned at seeing the shirt cling to him.

And then glare jealousy as Ava walked up to him for a quick kiss. A few minutes went by before a slow song came on, and Naruto pulled Ava to start dancing together.

"Didn't take you for a dancer," Ava said as they swayed.

"Could say the same for you, all I see you do is study," Naruto said back to her before speaking slowly. "And training."

"I learned from an online video." She replied as the song played.

 _If tomorrow never comes_

 _Will she know how much I loved her_

 _Did I try in every way_

 _To show her every day_

 _That she's my only one_

"Mind if I cut in?"

Looking to the side, they saw Mary Jane standing before Ava took a step back. "Sure."

Naruto raised an eyebrow at that before he started dancing with M.J. "I'm surprised you can dance."

"You usually miss the dances the school has." Mary Jane said, reminding Naruto that most of the parties the school did he was usually called for the Avengers or a villain attacked the city.

' _Yeah, that always sucked._ ' Naruto thought as the song ended before seeing other girls lining up to dance with him. ' _This is gonna be a long night._ ' He thought and was thankful not very many slow songs played again as he didn't want to deal with a jealous Ava.

Several hours passed as Naruto made sure the teens stayed either in the living room, kitchen and in the basement without going in the laundry room before each teen left for the night. When the last guest left, Naruto and his team/roommates stood out on the porch before a large black van pulled up and the door opened revealing Coulson.

"Coulson?" Naruto asked as the undercover S.H.I.E.L.D. agent looked to the others.

"You guys ready to go?" Coulson asked the group as Naruto raised an eyebrow.

"What's he talking about?"

"Didn't they tell you?" Coulson asked the ninja.

"No, tell me what?"

"The Heli-Carrier's fully operational. Fury gave the order, your team's schedule to move back to HQ. Today."

"We were going to tell you," Danny said as Naruto turned to him. "The party was for you."

"You know, to say thanks." Luke continued before Ava walked up.

"For taking us in." She handed him a team picture of them out of costume as well as May in a frame. "It's what I was working on in your office the past couple of days."

"And the cake was the reason we kept you out of the kitchen."

"(Sigh) OK, how's about one more night, just us." Naruto offered before the others walked back in for their last night in Naruto's house.

 **To Be Continued.**

* * *

 **A/N: Thanks for reading and let me know of any mistakes.**

 **Beta: Jebest4781 and Chaos-PSD.**

 **OK, as you can see we decided on canon the Team leaves for the new H.Q. I saw some flak on them being at the house/a focus on their regular lives rather than just staying heroes like the original Teen Titans show... But yeah, this is Marvel, they're the ones that started/popularize the having a sucky life because they're a hero. I mean hell until they started doing that the most heroes had to deal with was leaving a date/party early... To my knowledge anyway.**

 **And for the most part, I think is still the case as I don't remember the last time D.C. did the having a crap regular life problem. Now I did like that as to me, heroes trying to live a normal life is more interesting. In fact, that's what YJ did. I read somewhere they weren't trying for a full-on superhero show but a teen drama/teens trying to live their lives/go through milestones who happen to be/also have to deal with being superheroes.**

 **And I was a little let down when the others left after only 9 episodes as again, I find them trying to live normal lives that keep getting uprooted due to a villain more interesting.**

 **Nothing else to say.**

 **Talk To You Later,**

 **Lone Wolf Out.**


End file.
